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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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 MAURICE

(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
Officer (give title below) Other (specify below)
Director
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2021
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 02/01/2021 A 7,905 A $0 16,199(1) D
Common Stock 4,598,087(1) I By Maurice Marciano Trust(2)
Common Stock 1,500,000 I By CAROLEM CAPITAL, LLC(3)
Common Stock 1,760,000(1) I By MM CRUT, LLC(4)
Common Stock 505,397(1) I By MM CRUT II, LLC(5)
Common Stock 70 I By Trust(6)
Common Stock 349,491 I By MM Special Exempt Trust(7)
Common Stock 1,691,709(1) I By MM Charitable Remainder Unitrust II(8)
Common Stock 103,801 I By Next Step Capital, LLC(9)
Common Stock 554,940 I By Next Step Capital II, LLC(10)
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. 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.
2. Shares are held by the Maurice Marciano Trust (2006 Restatement).
3. Shares are held by CAROLEM Capital, LLC.
4. Shares are held by MM CRUT, LLC.
5. Shares are held by MM CRUT II, LLC.
6. Shares are held by Maurice Marciano Gift Trust FBO Caroline Marciano.
7. Shares are held by Maurice Marciano Special Exempt Trust.
8. Shares are held by Maurice Marciano Charitable Remainder Unitrust II.
9. Shares are held by Next Step Capital, LLC.
10. Shares are held by Next Step Capital II, LLC.
/s/ Jason T. Miller (Attorney-in-fact) 02/03/2021
** 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.