SEC FORM 4

SEC Form 4

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^*

GUEZ HUBERT

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INNOVO GROUP INC [ INNO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	03/05/2004		P		3,125,000	A	$4	5,218,590⁽¹⁾	D⁽²⁾⁽³⁾

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On March 5, 2004, stockholders of Innovo Group Inc. approved the conversion of $12.5 million of indebtedness owed to Azteca Production International, Inc., an entity which is jointly owned by Mr. Hubert Guez and Mr. Paul Guez. As a result of this conversion, Mr. Hubert Guez may be deemed to directly be the beneficial owner of these shares, because Hubert Guez has shared voting and investment control over these 3,125,000 shares held by Azteca. In addition, this number includes direct ownership of (i) 23,900 shares held for Mr. Hubert Guez's personal account; (ii) 1,769,690 shares held for the account of Commerce Investment Group, LLC, an entity jointly owned by Hubert Guez and Paul Guez, but which such shares Hubert Guez exercises sole voting and investment control over; and (iii) 300,000 shares issuable upon exercise of currently exercisable warrants held for the account of CIG, which Hubert Guez exercises sole voting and investment control over.

2. Hubert Guez may be deemed to be indirectly owner of 2,150,000 shares which consist of (i) 700,000 shares held for the account of Azteca, which such shares Paul Guez exercises sole voting and investment control over, due to Hubert Guez's indirect pecuniary interest therein as a joint owner of the entity and; (ii)1,450,000 shares held for the account of Integrated Apparel Resources, LLC, an entity jointly owned by Hubert Guez and Paul Guez, but which shares Paul Guez exercises sole voting and investment control over due to his indirect pecuniary interest therein as a joint owner of the entity.

3. The filing of this statement shall not be deemed as admission that Commerce Investment Group LLC is the beneficial owner of any securities not held directly for his account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.

	/s/ Hubert Guez	03/09/2004
	** 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.
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