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Sec Form 4 Filing - MARCIANO PAUL @ GUESS INC - 2021-04-13

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 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)
Chief Creative Officer
(Last)
(First)
(Middle)
C/O GUESS?, INC., 1444 S. ALAMEDA STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/13/2021
(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 04/13/2021 A 310,881 ( 1 ) A $ 0 379,328 ( 2 ) D
Common Stock 04/13/2021 S 30,000 D $ 26.77 ( 3 ) 1,451,700 I by NRG Capital Holdings, LLC ( 6 )
Common Stock 04/14/2021 S 40,000 D $ 26.98 ( 4 ) 1,411,700 I by NRG Capital Holdings, LLC ( 6 )
Common Stock 04/15/2021 S 30,000 D $ 27.43 ( 5 ) 1,381,700 I by NRG Capital Holdings, LLC ( 6 )
Common Stock 04/06/2021 G V 35,000 D $ 0 1,725,000 I by MM CRUT, LLC ( 7 )
Common Stock 04/07/2021 G V 29,615 D $ 0 1,662,094 I by MM Charitable Remainder Unitrust II ( 8 )
Common Stock 10,145,586 ( 2 ) I by Paul Marciano Trust ( 9 )
Common Stock 105,977 I by Exempt Gift Trust ( 10 )
Common Stock 370,309 I by Nonexempt Gift Trust ( 11 )
Common Stock 349,491 I by PM Special Exempt Trust ( 12 )
Common Stock 170,666 I by G Financial Holdings, LLC ( 13 )
Common Stock 339,005 I by G Financial Holdings II, LLC ( 14 )
Common Stock 4,598,087 I by Maurice Marciano Trust ( 15 )
Common Stock 103,801 I by Next Step Capital, LLC ( 16 )
Common Stock 554,940 I by Next Step Capital II, LLC ( 17 )
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 Chief Creative Officer
Signatures
Jason T. Miller (attorney-in-fact) 04/15/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Acquired pursuant to Issuer's employee equity plan upon achievement of previously established performance criteria.
( 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 )The reported price represents the weighted average price for shares sold in multiple transactions ranging from $26.54 to $27.00. 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 $26.67 to $27.36. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request.
( 5 )The reported price represents the weighted average price for shares sold in multiple transactions ranging from $26.65 to $28.08. 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 are held by NRG Capital Holdings, LLC.
( 7 )Shares are held by MM CRUT, LLC. 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 Maurice Marciano Charitable Remainder Unitrust II. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.
( 9 )Shares are held by the Paul Marciano Trust dated, 2/20/86.
( 10 )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.
( 11 )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.
( 12 )Shares are held by Paul Marciano Special Exempt Trust.
( 13 )Shares are held by G Financial Holdings, LLC.
( 14 )Shares are held by G Financial Holdings II, LLC.
( 15 )Shares are held by the Maurice Marciano Trust (2006 Restatement). The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.
( 16 )Shares are held by Next Step Capital, LLC. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.
( 17 )Shares are held by Next Step Capital II, LLC. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.