-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S1kVoCbViVyekBlFFM9LFVll1bFabY8cSBKtyisSEOkn7suHSU0izoL94f3CyyRQ OZnWzSdJnKrAWyL8JXrWXA== 0001104659-09-007336.txt : 20090206 0001104659-09-007336.hdr.sgml : 20090206 20090206170044 ACCESSION NUMBER: 0001104659-09-007336 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090206 DATE AS OF CHANGE: 20090206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARCIANO PAUL CENTRAL INDEX KEY: 0001173879 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 2137653213 MAIL ADDRESS: STREET 1: C/O GUESS INC STREET 2: 1444 S ALAMEDA ST CITY: LOS ANGELES STATE: CA ZIP: 90021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GUESS INC CENTRAL INDEX KEY: 0000912463 STANDARD INDUSTRIAL CLASSIFICATION: WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS [2340] IRS NUMBER: 953679695 STATE OF INCORPORATION: DE FISCAL YEAR END: 0203 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50255 FILM NUMBER: 09577988 BUSINESS ADDRESS: STREET 1: ATTN: JASON MILLER STREET 2: 1444 SOUTH ALAMEDA STREET CITY: LOS ANGELES STATE: CA ZIP: 90021 BUSINESS PHONE: (213) 765-3100 MAIL ADDRESS: STREET 1: ATTN: JASON MILLER STREET 2: 1444 SOUTH ALAMEDA STREET CITY: LOS ANGELES STATE: CA ZIP: 90021 FORMER COMPANY: FORMER CONFORMED NAME: GUESS INC ET AL/CA/ DATE OF NAME CHANGE: 19940902 SC 13G/A 1 a09-4570_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)

 

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)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 


 

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

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
12,309,992

 

6.

Shared Voting Power
2,868,933*

 

7.

Sole Dispositive Power
11,998,914

 

8.

Shared Dispositive Power
3,129,942*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
18,328,298*

 

 

10.

Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
19.4%*

 

 

12.

Type of Reporting Person
IN

 

* Includes shares which are also deemed to be beneficially owned by Maurice Marciano and includable in reports on Schedule 13D filed by Maurice Marciano.  If the potential double counting were eliminated, Paul Marciano would be deemed to beneficially own 15.2% of the shares that would be outstanding.

 

2


 

This Amendment No. 5 to Schedule 13G amends or amends and restates, where indicated, the statements on Schedule 13G relating to the Common Stock of the Issuer filed by Mr. Marciano with the Securities and Exchange Commission on June 10, 2003, as amended by the filing of Amendment No. 1 on February 17, 2004, Amendment No. 2 on May 15, 2006, Amendment No. 3 on February 15, 2007 and Amendment No. 4 on February 1, 2008. Capitalized terms used in this Amendment No. 5 but not otherwise defined herein have the meanings given to them in the initial Schedule 13G.

 

This Amendment No. 5 is being made to update Mr. Marciano’s beneficial ownership. Except as otherwise set forth herein, this Amendment No. 5 does not modify any of the information previously reported by Mr. Marciano in the Schedule 13G as amended to date.

 

3


 

Item 4.

Ownership.

 

(a) As of January 31, 2009, Mr. Marciano may be deemed to beneficially own 18,328,298 shares of Common Stock, which represents 19.4% of the 94,459,496 shares of the Common Stock that would be outstanding if he were to exercise all options exercisable within 60 days. Of these shares, the following shares are also includable in Section 13 reports by his brother, Maurice Marciano: 3,129,942 shares as a result of shared investment power over such shares, 2,399,442 shares as a result of Maurice Marciano’s sole investment power over such shares and 104,626 shares as a result of Maurice Marciano’s voting power over such shares. If the 3,964,412 shares in which Mr. Paul Marciano holds no pecuniary interest are subtracted to eliminate double counting, Mr. Paul Marciano would be deemed to beneficially own 15.2% of such outstanding shares. As of December 11, 2008, there were 94,202,371 shares of Common Stock outstanding, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarter ended November 1, 2008.

 

(b) The 18,328,298 shares that may be deemed to be beneficially owned by Mr. Marciano pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, are held as follows:

 

Manner of Holding

 

Number of Shares

 

Voting Power

 

Investment Power

Direct

 

842,925

*

Sole

 

Sole as to 42,925 shares (none as to remaining shares)

As sole trustee of Paul Marciano Trust

 

8,993,920

 

Sole

 

Sole

As member of Marciano Financial Holdings III, LLC

 

3,129,942

**

Sole as to 1,251,979 shares and shared as to 469,491 shares (none as to remaining shares)

 

Shared

As member of NRG Capital Holdings, LLC

 

2,181,700

 

Sole as to 545,425 shares (none as to remaining shares)

 

Sole

As member of JS Capital Holdings, LLC

 

118,511

 

Sole as to 18,618 shares (none as to remaining shares)

 

Sole

As investment advisor of JS GRAT

 

4,733

 

None

 

Sole

As co-trustee of a member of MNM Capital Holdings II, LLC

 

2,399,442

***

Shared

 

None

As president of Paul Marciano Family Foundation

 

400,000

 

Sole

 

Sole

Options exercisable within 60 days

 

257,125

 

Sole

 

Sole

 

* Includes 800,000 shares that are subject to performance-based vesting requirements with respect to fiscal years 2009 through 2012.

 

** Mr. Marciano has a pecuniary interest in only 1,564,972 of these shares. Because investment power over all shares held by this entity is shared with his brother, Maurice Marciano, all of these shares also may be deemed to be beneficially owned by Maurice Marciano. 

 

*** Mr. Marciano has no pecuniary interest in these shares.  Because investment power over all shares held by this entity is held by his brother, Maurice Marciano, all of these shares may also be deemed to be beneficially owned by Maurice Marciano.

 

4


 

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.

 

Dated as of February 6, 2009

 

 

 

PAUL MARCIANO

 

 

 

/s/ Paul Marciano

 

5

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