Sec Form 4 Filing - MARCIANO PAUL @ GUESS INC - 2015-01-09

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 PAUL 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) Vice Chairman and CEO (Last) (First) (Middle) C/O GUESS?, INC., 1444 S. ALAMEDA STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2015 (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 09/04/2014 G V 293,125 A $ 0 370,309 I by Nonexempt Gift Trust ( 1 ) Common Stock 09/08/2014 G V 83,937 D $ 0 339,005 ( 2 ) I by G Financial Holdings II, LLC ( 3 ) Common Stock 10/15/2014 G V 66,880 D $ 0 0 ( 2 ) I by G4 GRAT ( 4 ) Common Stock 01/09/2015 S 200,000 D $ 20.89 ( 5 ) 8,430,002 ( 2 ) I by Paul Marciano Trust ( 6 ) Common Stock 255,192 ( 2 ) D Common Stock 349,491 ( 2 ) I by PM Special Exempt Trust ( 7 ) Common Stock 170,666 I by G Financial Holdings, LLC ( 8 ) Common Stock 1,481,700 I by NRG Capital Holdings, LLC ( 9 ) Common Stock 105,977 I by Exempt Gift Trust ( 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 (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 PAUL C/O GUESS?, INC. 1444 S. ALAMEDA STREET LOS ANGELES, CA90021 X X Vice Chairman and CEO Signatures /s/ Jason T. Milller (Attorney-in-fact) 01/13/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held by the Nonexempt Gift Trust under the Next Step Trust, of which the reporting person is sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. ( 2 )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. ( 3 )Shares are held by G Financial Holdings II, LLC which is indirectly owned by the reporting person. ( 4 )Shares are held by the G4 GRAT, a grantor retained annuity trust of which the reporting person has sole investment power. ( 5 )The reported price represents the weighted average price for shares sold in multiple transactions ranging from $20.80 to $21.06. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request. ( 6 )Shares held by the Paul Marciano Trust dated 2/20/86, a revocable trust of which the reporting person is the sole trustee and sole beneficiary and has the exclusive pecuniary interest. ( 7 )Shares are held by Paul Marciano Special Exempt Trust, of which the reporting person has sole investment power. ( 8 )Shares are held by G Financial Holdings, LLC which is indirectly owned by the reporting person. ( 9 )Shares are held by NRG Capital Holdings, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his minor children. ( 10 )Shares are held by Exempt Gift Trust under the Next Step Trust, of which the reporting person is sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

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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