GUESS INC — Director's Dealing 2010

Dec 14, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2010-12-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-10	Common Stock	M	115400	$18.10	Acquired	162050	Direct
2010-12-10	Common Stock	S	115400	$47.51	Disposed	46650	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-10	Employee Stock Option (right to buy)	$18.10	M	115400	Disposed	2016-03-06	Common Stock (115400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6997394	Indirect
Common Stock	1164971	Indirect
Common Stock	1581700	Indirect
Common Stock	2000000	Indirect

Footnotes

F1: 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.

F2: Shares are held by Marciano Financial Holdings IV, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his minor children.

F3: Shares are held by NRG Capital Holdings II, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his minor children.

F4: Share are held by G Financial Holdings, LLC which is indirectly owned by the reporting person.

F5: This option vested in four equal installments on January 1, 2007, 2008, 2009 and 2010.