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). |
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) 04/13/2021 | ||||||||||||||||||||||||||
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 | 04/13/2021 | 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) | |||||||||||||||
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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. 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. |
Jason T. Miller (attorney-in-fact) | 04/15/2021 | |
** 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. |