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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )To further align executive officers interests with shareholders and to conserve cash in light of the impact of the COVID-19 pandemic, the GES Compensation Committee determined in April 2020 to pay certain fiscal 2020 annual cash incentive awards, including the award for Paul Marciano, in shares of GES common stock instead of cash. Accordingly, on April 27, 2020, Mr. Marciano received a number of fully-vested GES shares equal to the amount of his approved bonus for fiscal 2020, less applicable deductions, divided by the closing price per share of GES common stock on April 27, 2020, which resulted in the grant of 269,928 shares. Mr. Marciano satisfied his tax withholding obligations for this award with a cash payment to the Company.|
( 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 )Securities 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.
( 4 )Shares are held by Exempt Gift Trust under the Next Step Trust of which the reporting is the sole trustee. 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 the Nonexempt Gift Trust under the Next Step Trust, of which the reporting person is the sole trustee. 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 Paul Marciano Special Exempt Trust, of which the reporting person has sole investment power.
( 7 )Shares are held by G Financial Holdings, LLC which is indirectly owned by the reporting person.
( 8 )Shares are held by G Financial Holdings II, 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 persons and his minor children.
|* 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).|