Sec Form 4 Filing - MARCIANO MAURICE @ GUESS INC - 2014-01-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MARCIANO MAURICE
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)
(Last) (First) (Middle)
C/O GUESS?, INC., 1444 SOUTH ALAMEDA STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/14/2014
(Street)
LOS ANGELES, CA90021
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/14/2014 S 259,094 D $ 29.46 ( 1 ) 6,474,292 I by MM Trust ( 2 )
Common Stock 01/15/2014 S 495,265 D $ 29.66 ( 3 ) 5,979,027 I by MM Trust ( 2 )
Common Stock 01/16/2014 S 245,641 D $ 29.13 ( 4 ) 5,733,386 I by MM Trust ( 2 )
Common Stock 22,136 D
Common Stock 1,164,971 I by MFH II, LLC ( 5 )
Common Stock 103,801 I by Next Step Capital, LLC ( 6 )
Common Stock 2,000,000 I by Next Step Capital II, LLC ( 7 )
Common Stock 1,314,361 I by Next Step GRAT III ( 8 )
Common Stock 70 I by trust ( 9 )
Common Stock 1,500,000 I by CAROLEM Capital, LLC ( 10 )
Common Stock 197,504 I by G2 Trust ( 11 )
Common Stock 52,264 I by Exempt G2 Trust ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARCIANO MAURICE
C/O GUESS?, INC.
1444 SOUTH ALAMEDA STREET
LOS ANGELES, CA90021
X X
Signatures
/s/ Jason T. Miller (attorney-in-fact) 01/16/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported price represents the weighted average price for shares sold in multiple transactions ranging from $29.15 to $29.875. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request.
( 2 )Shares 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.
( 3 )The reported price represents the weighted average price for shares sold in multiple transactions ranging from $29.30 to $30.17. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request.
( 4 )The reported price represents the weighted average price for shares sold in multiple transactions ranging from $29.00 to $29.40. 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 Marciano Financial Holdings II, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his children. 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 Next Step Capital, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and certain others. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.
( 7 )Shares are held by Next Step Capital II, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and certain others. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.
( 8 )Shares are held by Next Step GRAT III, of which the reporting person has sole investment power.
( 9 )Shares are held by Maurice Marciano Gift Trust FBO Caroline Marciano, of which the reporting person is the sole trustee.
( 10 )Shares are held by CAROLEM Capital, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his children. 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 G2 Trust, of which the reporting person is sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.
( 12 )Share are held by Exempt G2 Trust, of which the reporting person is sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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