GUESS INC — Director's Dealing 2008

Apr 7, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2008-04-03

Reporting Person: MARCIANO PAUL (Director, Vice Chairman & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-04-03	Common Stock	A	20300	—	Acquired	166967	Direct
2008-04-03	Common Stock	S	195000	$41.71	Disposed	9348122	Indirect
2008-04-03	Common Stock	S	45000	$41.71	Disposed	2386700	Indirect
2008-04-04	Common Stock	S	205000	$41.75	Disposed	2181700	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-03	Employee Stock Option (right to buy)	$41.71	A	34300	Acquired	2018-04-03	Common Stock (34300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1914972	Indirect
Common Stock	220000	Indirect

Footnotes

F1: Acquired pursuant to Issuer's employee incentive equity plan.

F2: Not applicable.

F3: Shares are held by the Paul Marciano Trust dated 2/20/86, a revocable trust of which the reporting person is the sole trustee and sole beneficiary and has the exclusive pecuniary interest.

F4: Shares are held by NRG Capital Holdings, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his minor children.

F5: Shares are held by Marciano Financial Holdings II, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his minor children.

F6: Shares are held by JS Capital Holdings, LLC which is owned by the reporting person and two annuity trusts for his benefit. The reporting person has investment control over all of these shares.

F7: The option vests in four equal installments on December 31 of each 2008, 2009, 2010 and 2011.