Guess' (GES) 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 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)
02/05/2021

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	02/05/2021		A		91,347(1)	A	$0	247,098	D
Common Stock								9,966,935	I	by Paul Marciano Trust(2)
Common Stock								105,977	I	by Exempt Gift Trust(3)
Common Stock								370,309	I	by Nonexempt Gift Trust(4)
Common Stock								349,491	I	by PM Special Exempt Trust(5)
Common Stock								170,666	I	by G Financial Holdings, LLC(6)
Common Stock								339,005	I	by G Financial Holdings II, LLC(7)
Common Stock								1,481,700	I	by NRG Capital Holdings, LLC(8)
Common Stock								4,598,087	I	by MM Trust(9)
Common Stock								103,801	I	by Next Step Capital, LLC(10)
Common Stock								554,940	I	by Next Step Capital II, LLC(11)
Common Stock								1,691,709	I	By MM Charitable Remainder Unitrust II(12)
Common Stock								1,760,000	I	By MM CRUT, LLC(13)

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

3. 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.

4. 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 reporting person's pecuniary interest therein.

5. Shares are held by Paul Marciano Special Exempt Trust.

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

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

8. Shares are held by NRG Capital Holdings, LLC.

9. Shares are held by the Maurice Marciano Trust (2006 Restatement). The reporting person was appointed trustee of such entity on August 18, 2020. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

10. Shares are held by Next Step Capital, LLC. The reporting person was appointed investment director of such entity on August 23, 2020. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

11. Shares are held by Next Step Capital II, LLC. The reporting person was appointed investment director of such entity on August 23, 2020. 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 Maurice Marciano Charitable Remainder Unitrust II. The reporting person was appointed as investment committee member of the trustee of such entity on August 22, 2020. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

13. Shares are held by MM CRUT, LLC. The reporting person was appointed investment director of such entity on August 22, 2020. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

	/s/ Jason T. Miller (Attorney-in-fact)	02/09/2021
	** 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).
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