GUESS INC — Director's Dealing 2010

Apr 1, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2010-03-29

Reporting Person: SECOR DENNIS R (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-31	Common Stock	M	1050	$41.12	Acquired	23008	Direct
2010-03-31	Common Stock	M	3000	$41.71	Acquired	26008	Direct
2010-03-31	Common Stock	M	5000	$22.03	Acquired	31008	Direct
2010-03-31	Common Stock	M	3308	$21.62	Acquired	34316	Direct
2010-03-31	Common Stock	S	12358	$47.07	Disposed	21958	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-29	Employee Stock Option (right to buy)	$21.62	A	40000	Acquired	2018-10-30	Common Stock (40000)	Direct
2010-03-31	Employee Stock Option (right to buy)	$41.12	M	1050	Disposed	2017-03-19	Common Stock (1050)	Direct
2010-03-31	Employee Stock Option (right to buy)	$41.71	M	3000	Disposed	2018-04-03	Common Stock (3000)	Direct
2010-03-31	Employee Stock Option (right to buy)	$21.62	M	3308	Disposed	2018-10-30	Common Stock (3308)	Direct
2010-03-31	Employee Stock Option (right to buy)	$22.03	M	5000	Disposed	2019-04-14	Common Stock (5000)	Direct

Footnotes

F1: Includes 136 shares acquired March 26, 2010 under a tax-conditioned plan and not required to be reported pursuant to Rule 16b-3(c).

F2: The reported price represents the weighted average price for shares sold in multiple transactions ranging from $47.00 to $47.30. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request.

F3: On October 30, 2008, the reporting person was granted an option to purchase 40,000 shares of common stock. The option was scheduled to vest in four equal installments subject to the satisfaction of certain performance criteria for the fiscal year ended January 30, 2010. Since the performance criteria was met, the first 25% of the award vested March 29, 2010, with the remaining three installments scheduled to vest on October 30 of 2010, 2011 and 2012.

F4: This option vests in four equal installments on January 31 of 2008, 2009, 2010 and 2011.

F5: This option vests in four equal installments on December 31 of 2008, 2009, 2010 and 2011.

F6: 25% of option vested March 29, 2010. Remaining three installments scheduled to vest on October 30 of 2010, 2011 and 2012.

F7: This option vests in four equal installments on December 31 of 2009, 2010, 2011 and 2012.