| 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GUESS INC [ GES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/17/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 04/17/2024 | G | 300,000 | D | $0 | 4,025,109 | I | by Maurice Marciano Trust(1) | ||
| Common Stock | 202,346(2) | D | ||||||||
| Common Stock | 10,654,866(2) | I | by Paul Marciano Trust(3) | |||||||
| Common Stock | 105,977 | I | by Exempt Gift Trust(4) | |||||||
| Common Stock | 370,309 | I | by Nonexempt Gift Trust(5) | |||||||
| Common Stock | 170,666 | I | by G Financial Holdings, LLC(6) | |||||||
| Common Stock | 339,005 | I | by G Financial Holdings II, LLC(7) | |||||||
| Common Stock | 1,081,700 | I | by ENRG Capital LLC(8) | |||||||
| Common Stock | 103,801 | I | by Next Step Capital, LLC ((9) | |||||||
| Common Stock | 554,940 | I | by Next Step Capital II, LLC(10) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. Shares are held by the Maurice Marciano Trust. The reporting person disclaims any and all beneficial interest in these shares. The filing of this report shall not be deemed an admission that the reporting person is the beneficial owner of any of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
| 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 the Paul Marciano Trust dated, 2/20/86. |
| 4. 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. |
| 5. 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 person's pecuniary interest therein. |
| 6. Shares are held by G Financial Holdings, LLC. |
| 7. Shares are held by G Financial Holdings II, LLC. |
| 8. Shares are held by ENRG Capital LLC. |
| 9. 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. |
| 10. 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. |
| Remarks: |
| This Form 4 is filed late due to administrative oversight. We have implemented measures to prevent future delays. |
| Jason T. Miller (attorney-in-fact) | 05/22/2024 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||