Guess' (GES) Form 4 GUESS / MAURICE 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 MAURICE

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2023

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	12/21/2023		S		300,000(1)	D	$23.5518(2)	4,325,109	I	by Maurice Marciano Trust(3)
Common Stock	12/21/2023		S		300,000	D	$23.553(4)	1,200,000	I	by Carolem Capital, LLC(5)
Common Stock								1,397,650	I	by MM CRUT, LLC(6)
Common Stock								1,095,988	I	by MM CRUT, II LLC(7)
Common Stock								1,501,813	I	MM Charitable Remainder Unitrust II(8)
Common Stock								70	I	by MM Gift Trust fbo Caroline Marciano(9)
Common Stock								349,491	I	by MM 2020 Exempt 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. This sale transaction is also being reported on a Form 4 for the Reporting Persons brother, Paul Marciano.

2. The reported price represents the weighted average price for shares sold in multiple transactions ranging from $23.3150 to $24.0700. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request.

3. Shares are held by the Maurice Marciano Trust (2006 Restatement).

4. The reported price represents the weighted average price for shares sold in multiple transactions ranging from $23.31 to $24.07. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request.

5. Shares are held by CAROLEM Capital, LLC.

6. Shares are held by MM CRUT, LLC.

7. Shares are held by MM CRUT II, LLC.

8. Shares are held by Maurice Marciano Charitable Remainder Unitrust II.

9. Shares are held by Maurice Marciano Gift Trust FBO Caroline Marciano.

10. Shares are held by Maurice Marciano 2020 Exempt Trust.

11. Shares are held by Next Step Capital, LLC.

12. Shares are held by Next Step Capital II, LLC.

	Jason T. Miller (attorney-in-fact)	12/26/2023
	** 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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