GUESS INC — Director's Dealing 2010

Apr 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2010-03-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-30	Common Stock	M	100000	$7.795	Acquired	116150	Direct
2010-03-30	Common Stock	M	50000	$8.68	Acquired	166150	Direct
2010-03-30	Common Stock	S	125000	$47.00	Disposed	41150	Direct
2010-03-30	Common Stock	S	25000	$47.10	Disposed	16150	Direct
2010-04-01	Common Stock	A	200000	—	Acquired	216150	Direct
2010-04-01	Common Stock	F	93350	$47.20	Disposed	122800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-30	Employee Stock Option (right to buy)	$7.795	M	100000	Disposed	2014-02-26	Common Stock (100000)	Direct
2010-03-30	Employee Stock Option (right to buy)	$8.68	M	50000	Disposed	2015-06-20	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1164972	Indirect
Common Stock	7286011	Indirect
Common Stock	1681700	Indirect
Common Stock	4733	Indirect
Common Stock	2000000	Indirect

Footnotes

F1: Reflects changes in form of indirect ownership that are exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 since there was no change in pecuniary interest.

F2: Received upon achievement of previously established earnings per share growth target.

F3: 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.

F4: 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.

F5: 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.

F6: Shares are held by JS GRAT, a grantor retained annuity trust of which the reporting person acts as investment advisor and has sole investment power.

F7: Share are held by G Financial Holdings, LLC which is indirectly owned by the reporting person.

F8: The option vested in full on 6/20/2005.

F9: This option vested in full on 12/31/08.