Paul Marciano Form 4 GUESS / PAUL MARCIANO ownership change

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 SOUTH ALAMEDA ST

(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)
03/29/2024

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	03/29/2024		A		248,208(1)	A	$0	285,082(2)	D
Common Stock								10,572,130(3)	I	by Paul Marciano Trust(4)
Common Stock								105,977	I	by Exempt Gift Trust(5)
Common Stock								370,309	I	by Nonexempt Gift 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								1,081,700	I	by ENRG Capital LLC(9)
Common Stock								4,325,109	I	by Maurice Marciano Trust(10)
Common Stock								103,801	I	by Next Step Capital, LLC ((11)
Common Stock								554,940	I	by Next Step Capital II, LLC(12)

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. Acquired pursuant to Issuer's employee equity plan upon achievement of previously established performance criteria.

2. All unvested except for 82,736 shares.

3. 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.

4. Shares are held by the Paul Marciano Trust dated, 2/20/86.

5. Shares are held by Exempt Gift Trust under the Next Step Trust. 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 the Nonexempt Gift Trust under the Next Step Trust. The reporting person disclaims beneficial ownership of these shares, except to the extent of the person's pecuniary interest therein.

7. Shares are held by G Financial Holdings, LLC.

8. Shares are held by G Financial Holdings II, LLC.

9. Shares are held by ENRG Capital LLC.

10. Shares are held by the Maurice Marciano Trust. The reporting person disclaims any and all beneficial interest in these shares. The filing of this report shall not be deemed an admission that the reporting person is the beneficial owner of any of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

11. Shares are held by Next Step Capital, LLC. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

12. Shares are held by Next Step Capital II, LLC. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

	Jason T. Miller (attorney-in-fact)	04/02/2024
	** 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).
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