Sec Form 4 Filing - Anderson Kathryn Low @ GUESS INC - 2020-04-27

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 Anderson Kathryn Low 2. Issuer Name and Ticker or Trading Symbol GUESS INC [ GES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) C/O GUESS?, INC., 1444 S. ALAMEDA STREET 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2020 (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 04/27/2020 A 8,260 ( 1 ) A $ 0 78,260 D

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 Anderson Kathryn Low C/O GUESS?, INC. 1444 S. A LAMEDA STREET LOS ANGELES, CA90021 CFO Signatures /s/ Jason T. Miller (Attorney-in-fact) 04/29/2020 Signature of Reporting Person Date

Explanation of Responses:

( 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 a portion of the award for Kathryn Anderson, in shares of GES common stock instead of cash. Accordingly, on April 27, 2020, Ms. Anderson received a number of fully-vested GES shares equal to a portion of her approved bonus for fiscal 2020, less applicable withholdings and deductions, divided by the closing price per share of GES common stock on April 27, 2020, which resulted in the grant of 8,260 shares. Ms. Anderson also received a $100,000 cash bonus payment for fiscal 2020 that was guaranteed pursuant to the terms of her offer letter

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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