SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MARCIANO PAUL
(Last) (First) (Middle)
C/O GUESS INC.
1444 S. ALAMEDA STREET
(Street)
LOS ANGELES CA 90021
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GUESS INC [ GES ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Creative Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/27/2020 A 296,928(1) A $0 522,014(2) D
Common Stock 9,600,672(2) I by Paul Marciano Trust(3)
Common Stock 105,977 I by Exempt Gift Trust(4)
Common Stock 370,309 I by Nonexempt Gift Trust(5)
Common Stock 349,491 I by PM Special Exempt Trust(6)
Common Stock 170,666 I by G Financial Holdings, LLC(7)
Common Stock 339,005 I by G Financial Holdings II, LLC(8)
Common Stock 1,481,700 I by NRG Capital Holdings, LLC(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. To further align executive officers interests with shareholders and to conserve cash in light of the impact of the COVID-19 pandemic, the GES Compensation Committee determined in April 2020 to pay certain fiscal 2020 annual cash incentive awards, including the award for Paul Marciano, in shares of GES common stock instead of cash. Accordingly, on April 27, 2020, Mr. Marciano received a number of fully-vested GES shares equal to the amount of his approved bonus for fiscal 2020, less applicable deductions, divided by the closing price per share of GES common stock on April 27, 2020, which resulted in the grant of 269,928 shares. Mr. Marciano satisfied his tax withholding obligations for this award with a cash payment to the Company.
2. Reflects changes in form of ownership that are exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 since there was no change in pecuniary interest.
3. Securities are held by the Maurice Marciano Trust (2006 Restatement), a revocable trust of which the reporting person is the sole trustee and sole beneficiary and has the exclusive pecuniary interest.
4. Shares are held by Exempt Gift Trust under the Next Step Trust of which the reporting is the sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.
5. Shares are held by the Nonexempt Gift Trust under the Next Step Trust, of which the reporting person is the sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.
6. Shares are held by Paul Marciano Special Exempt Trust, of which the reporting person has sole investment power.
7. Shares are held by G Financial Holdings, LLC which is indirectly owned by the reporting person.
8. Shares are held by G Financial Holdings II, LLC which is indirectly owned by the reporting person.
9. Shares are held by NRG Capital Holdings, LLC in accounts specifically allocated to trusts for the benefit of the reporting persons and his minor children.
/s/ Jason T. Miller (Attorney-in-fact) 04/29/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.