UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ||
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Guess?, Inc. (Name of Issuer) | ||
Common Stock
(Title of Class of Securities)
401617 10 5
(CUSIP Number)
Paul Marciano
Guess?, Inc.
1444 South Alameda Street
Los Angeles, CA 90021
(213) 765-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 12, 2023 (Date of Event Which Requires Filing of this Statement) | ||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ❑
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 401617 10 5 | |||||||||||||||||
| 1. | Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Paul Marciano | ||||||||||||||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||||||||||||||||
| (a) | ❑ | ||||||||||||||||
| (b) | ❑ | ||||||||||||||||
| 3. | SEC Use Only | ||||||||||||||||
| 4. | Source of Funds (See Instructions) | ||||||||||||||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||||||||||||||||
| Item 2(d) | ❑ | ||||||||||||||||
| Item 2(e) | ❑ | ||||||||||||||||
| 6. | Citizenship or Place of Organization United States of America | ||||||||||||||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 13,924,154 | |||||||||||||||
| 8. | Shared Voting Power 5,288,979 | ||||||||||||||||
| 9. | Sole Dispositive Power 13,625,738 | ||||||||||||||||
| 10. | Shared Dispositive Power 6,783,850 | ||||||||||||||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 20,759,079 (1) | ||||||||||||||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ❑ | ||||||||||||||||
| 13. | Percent of Class Represented by Amount in Row (11) 38.6% (2) | ||||||||||||||||
| 14. | Type of Reporting Person (See Instructions) IN | ||||||||||||||||
| __________________________ | |||||
(1) Includes 7,643,012 shares which are also deemed to be beneficially owned by the Reporting Person’s brother, Maurice Marciano, and includable in reports on Schedule 13D filed by Maurice Marciano. | |||||
(2) Based on 53,455,207 shares of Common Stock outstanding on April 12, 2023, including the impact of the repurchase by the Issuer of 2,237,872 shares of its Common Stock announced by the Issuer on April 13, 2023 (the “Repurchase”), as reported by the Issuer in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2023 (plus an additional 348,157 shares which the Reporting Person has the right to acquire under existing stock option awards). | |||||
This Amendment No. 3 to Schedule 13D amends or amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Person with the SEC on September 2, 2020, as amended by the filing of Amendment No. 1 on March 28, 2022, and the filing of Amendment No. 2 on July 1, 2022. Capitalized terms used in this Amendment No. 3 but not otherwise defined herein have the meanings given to them in the initial Schedule 13D.
On April 13, 2023, Guess?, Inc. announced the repurchase of 2,237,872 shares of its Common Stock pursuant to the Repurchase. This Amendment No. 3 is being made to reflect a change in the percentage of shares of Guess?, Inc. beneficially owned by the Reporting Person due to a reduction in shares outstanding as a result of the Repurchase and the entry into a voting agreement by the Reporting Person with respect to certain shares of Common Stock as reported under Item 6 below. Except as otherwise set forth herein, this Amendment No. 3 does not modify any of the information previously reported by the Reporting Person in the Schedule 13D, as amended to date.
Item 5. Interest in Securities of the Issuer
(a)As of April 12, 2023, the aggregate number of shares beneficially owned by the Reporting Person is 20,759,079 shares of Common Stock (including the right to acquire 348,157 shares within sixty days) which equals 38.6% of the 53,803,364 shares of Common Stock that would be outstanding if all of the rights to acquire shares within sixty days were exercised. The aggregate number of shares beneficially owned by the Reporting Person includes 7,643,012 shares which are also deemed to be beneficially owned by the Reporting Person’s brother, Maurice Marciano, and includable in reports on Schedule 13D filed by Maurice Marciano.
(b)The breakdown of voting and investment power is as follows:
| Holder | Number of Shares | Voting Power | Investment Power | |||||||||||||||||
| Paul Marciano | 36,874 | Sole | Sole | |||||||||||||||||
Maurice Marciano | 7,846 (1)(2) | Shared | Shared | |||||||||||||||||
Paul Marciano Trust | 10,638,550 | Sole | Sole | |||||||||||||||||
Maurice Marciano Trust | 4,617,263 (1)(2) | Shared | Shared | |||||||||||||||||
NRG Capital Holdings, LLC | 1,381,700 | Sole as to 345,425, none as to remainder | Sole | |||||||||||||||||
G Financial Holdings, LLC | 170,666 (1) | None | Sole | |||||||||||||||||
G Financial Holdings II, LLC | 339,005 (1) | None | Sole | |||||||||||||||||
| Carolem Capital, LLC | 1,500,000 (1)(2) | Sole as to 1,125,000, shared as to 375,000 | Shared | |||||||||||||||||
| Next Step Capital, LLC | 103,801 (1)(2) | Sole as to 92,401, shared as to 11,400 | Shared | |||||||||||||||||
| Next Step Capital II, LLC | 554,940 (1)(2) | Sole as to 277,470, shared as to 277,470 | Shared | |||||||||||||||||
| Nonexempt Gift Trust under the Next Step Trust | 370,309 (2) | Sole | Sole | |||||||||||||||||
| Exempt Gift Trust under the Next Step Trust | 105,977 (2) | Sole | Sole | |||||||||||||||||
| Paul Marciano Foundation | 234,500 (3) | Sole | Sole | |||||||||||||||||
| MM 2020 Exempt Trust | 349,491 (1) | Sole | None | |||||||||||||||||
| Options exercisable by Reporting Person within 60 days | 348,157 | Sole | Sole | |||||||||||||||||
(1)Includes shares which are also deemed to be beneficially owned by the Reporting Person’s brother, Maurice Marciano, and includable in reports on Schedule 13D filed by Maurice Marciano.
(2)The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
(3)The Reporting Person has no pecuniary interest in these shares, which are owned by a nonprofit corporation.
(c)During the past sixty days, the Reporting Person has not acquired or disposed of beneficial ownership of any shares of Common Stock of the Issuer other than:
•On March 22, 2023, the Reporting Person acquired 110,620 shares for no consideration pursuant to the Issuer's employee equity plan upon achievement of previously established performance criteria.
•On April 3, 2023, the Reporting Person’s stock options with respect to 73,400 shares of Common Stock of the Issuer expired in accordance with their terms.
(d)See Item 5(b).
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On April 12, 2023, the Issuer entered into a Voting Agreement (the “Voting Agreement”) with the Reporting Person and entered into a separate Voting Agreement on the same terms with the Reporting Person’s brother, Maurice Marciano. Pursuant to the terms of the Voting Agreement, the Reporting Person has agreed to vote half of the shares that correspond to the increase in aggregate voting power of the Reporting Person and Maurice Marciano resulting from the Repurchase in proportion to the votes of all of the stockholders of the Issuer other than the Reporting Person and Maurice Marciano. The foregoing summary of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, a copy of which is filed as Exhibit 99.1.
Item 7. | Exhibits | |||||||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: | April 14, 2023 | ||||||||||
/s/ Paul Marciano | |||||||||||
PAUL MARCIANO | |||||||||||