Mm 2020 Exempt Trust disposed of 5,432,767 shares, closing all direct ownership in the company (SEC Form 4)
$GES
Apparel
Consumer Discretionary
| 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) 01/23/2026 | ||||||||||||||||||||||||||
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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 | 01/23/2026 | J(1) | 349,491(2) | D | (12) | 0 | D | |||
| Common Stock | 01/23/2026 | J(1) | 349,491(3) | D | (12) | 0 | D | |||
| Common Stock | 01/23/2026 | J(1) | 1,470,668(4) | D | (12) | 0 | D | |||
| Common Stock | 01/23/2026 | J(1) | 50,000(5) | D | (13) | 0 | D | |||
| Common Stock | 01/23/2026 | J(1) | 283,200(6) | D | (12) | 0 | D | |||
| Common Stock | 01/23/2026 | J(1) | 1,181,124(7) | D | (12) | 0 | D | |||
| Common Stock | 01/23/2026 | J(1) | 558(8) | D | (12) | 0 | D | |||
| Common Stock | 01/23/2026 | J(1) | 1,347,650(9) | D | (12) | 0 | D | |||
| Common Stock | 01/23/2026 | J(1) | 264,384(10) | D | (12) | 0 | D | |||
| Common Stock | 01/23/2026 | J(1) | 136,201(11) | D | (12) | 0 | D | |||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On January 23, 2026, pursuant to the Agreement and Plan of Merger, dated as of August 20, 2025, by and among Guess?, Inc. (the "Company"), Authentic Brands Group LLC ("Authentic"), Glow Holdco 1, Inc. ("Parent"), and Glow Merger Sub 1, Inc. ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent. As a result of the consummation of the Merger, the common stock of the Company, par value $0.01 per share ("Common Stock") will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended. |
| 2. Held by MM 2020 Exempt Trust. |
| 3. Held by PM 2021 Exempt Trust. |
| 4. Held by Maurice Marciano Charitable Remainder Unitrust II. |
| 5. Held by Maurice & Paul Marciano Art Foundation. |
| 6. Held by Maurice Marciano Family Foundation. |
| 7. Held by MM CRUT II LLC. |
| 8. Held by Maurice Marciano Charitable Remainder Unitrust. |
| 9. Held by MM CRUT LLC. |
| 10. Held by G2 Trust. |
| 11. Held by Exempt G2 Trust. |
| 12. Represents shares of Common Stock which, pursuant to the terms of the Interim Investors Agreement, dated as of August 20, 2025, by and among Authentic and the other parties appearing on the signature pages thereto ("Rolling Stockholders"), immediately prior to the effective time of the Merger (the "Effective Time"), were contributed (or otherwise transferred), directly or indirectly, to a newly-formed affiliate of the Rolling Stockholders. |
| 13. Represents shares of Common Stock which, at the Effective Time, were cancelled and converted into the right to receive $16.75 per share in cash, without interest and less any required tax withholdings. |
| Remarks: |
| The Reporting Persons are filing this Form 4 because they may be deemed to be members of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Common Stock. The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by the other group members. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, certain other group members have filed separate Form 4s. |
| MM 2020 EXEMPT TRUST By: Palma Fiduciary Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer | 01/26/2026 | |
| PM 2021 EXEMPT TRUST By: Palma Fiduciary Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer | 01/26/2026 | |
| MAURICE MARCIANO CHARITABLE REMAINDER UNITRUST II By: Palma Fiduciary Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer | 01/26/2026 | |
| MAURICE & PAUL MARCIANO ART FOUNDATION By: /s/ Paul Marciano Name: Paul Marciano Title: President | 01/26/2026 | |
| MAURICE MARCIANO FAMILY FOUNDATION By: /s/ William F. Payne Name: William F. Payne Title: President | 01/26/2026 | |
| MM CRUT II LLC By: /s/ Michael Karlin Name: Michael Karlin Title: Manager | 01/26/2026 | |
| MAURICE MARCIANO CHARITABLE REMAINDER UNITRUST By: Palma Fiduciary Its: Trustee By: /s/ Robert E. Armstrong Name: Robert E. Armstrong Title: Trust Officer | 01/26/2026 | |
| MM CRUT LLC By: /s/ Mark Silah Name: Mark Silah Title: Manager | 01/26/2026 | |
| G2 TRUST By: /s/ David Tordjman Name: David Tordjman Title: Trustee | 01/26/2026 | |
| EXEMPT G2 TRUST By: /s/ David Tordjman Name: David Tordjman Title: Trustee | 01/26/2026 | |
| ** 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. | ||