0001173879-20-000011.txt : 20200429 0001173879-20-000011.hdr.sgml : 20200429 20200429184909 ACCESSION NUMBER: 0001173879-20-000011 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200427 FILED AS OF DATE: 20200429 DATE AS OF CHANGE: 20200429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARCIANO PAUL CENTRAL INDEX KEY: 0001173879 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11893 FILM NUMBER: 20832295 MAIL ADDRESS: STREET 1: C/O GUESS INC STREET 2: 1444 S ALAMEDA ST CITY: LOS ANGELES STATE: CA ZIP: 90021 ISSUER: 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: 0201 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2020-04-27 0000912463 GUESS INC GES 0001173879 MARCIANO PAUL C/O GUESS INC. 1444 S. ALAMEDA STREET LOS ANGELES CA 90021 1 1 1 0 Chief Creative Officer Common Stock 2020-04-27 4 A 0 296928 0 A 522014 D Common Stock 9600672 I by Paul Marciano Trust Common Stock 105977 I by Exempt Gift Trust Common Stock 370309 I by Nonexempt Gift Trust Common Stock 349491 I by PM Special Exempt Trust Common Stock 170666 I by G Financial Holdings, LLC Common Stock 339005 I by G Financial Holdings II, LLC Common Stock 1481700 I by NRG Capital Holdings, LLC To further align executive officers interests with shareholders and to conserve cash in light of the impact of the COVID-19 pandemic, the GES Compensation Committee determined in April 2020 to pay certain fiscal 2020 annual cash incentive awards, including the award for Paul Marciano, in shares of GES common stock instead of cash. Accordingly, on April 27, 2020, Mr. Marciano received a number of fully-vested GES shares equal to the amount of his approved bonus for fiscal 2020, less applicable deductions, divided by the closing price per share of GES common stock on April 27, 2020, which resulted in the grant of 269,928 shares. Mr. Marciano satisfied his tax withholding obligations for this award with a cash payment to the Company. 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. Securities are held by the Maurice Marciano Trust (2006 Restatement), a revocable trust of which the reporting person is the sole trustee and sole beneficiary and has the exclusive pecuniary interest. Shares are held by Exempt Gift Trust under the Next Step Trust of which the reporting is the sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein. Shares are held by the Nonexempt Gift Trust under the Next Step Trust, of which the reporting person is the sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein. Shares are held by Paul Marciano Special Exempt Trust, of which the reporting person has sole investment power. Shares are held by G Financial Holdings, LLC which is indirectly owned by the reporting person. Shares are held by G Financial Holdings II, LLC which is indirectly owned by the reporting person. Shares are held by NRG Capital Holdings, LLC in accounts specifically allocated to trusts for the benefit of the reporting persons and his minor children. /s/ Jason T. Miller (Attorney-in-fact) 2020-04-29