GUESS INC — Director's Dealing 2011

Jun 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2011-06-22

Reporting Person: MARCIANO MAURICE (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-22	Common Stock	S	375000	$42.60	Disposed	9618571	Indirect
2011-06-23	Common Stock	S	375000	$42.03	Disposed	9243571	Indirect
2011-06-23	Common Stock	M	35850	$18.10	Acquired	147900	Direct
2011-06-23	Common Stock	M	90000	$22.03	Acquired	237900	Direct
2011-06-23	Common Stock	S	125850	$42.01	Disposed	112050	Direct
2011-06-24	Common Stock	S	90000	$41.51	Disposed	9153571	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-23	Employee Stock Option (right to buy)	$18.10	M	35850	Disposed	2016-03-06	Common Stock (35850)	Direct
2011-06-23	Employee Stock Option (right to buy)	$22.03	M	90000	Disposed	2019-04-14	Common Stock (90000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1164971	Indirect
Common Stock	2000000	Indirect
Common Stock	2000000	Indirect
Common Stock	70	Indirect

Footnotes

F1: The reported price represents the weighted average price for shares sold in multiple transactions ranging from $42.55 to $42.85. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request.

F2: Securities are held by the Maurice Marciano Trust (2005 Restatement), a revocable trust of which the reporting person is the sole trustee and sole beneficiary and has the exclusive pecuniary interest.

F3: The reported price represents the weighted average price for shares sold in multiple transactions ranging from $41.95 to $42.04. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request.

F4: The reported price represents the weighted average price for shares sold in multiple transactions ranging from $41.50 to $41.52. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request.

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

F6: Shares are held by MNM Capital Holdings, LLC in accounts specifically allocated to trusts for the benefit of the reporting persons and his children.

F7: Securities are held by Next Step Capital LLC, of which the reporting person has sole investment power and exclusive pecuniary interest.

F8: Shares are held by Maurice Marciano Gift Trust FBO Caroline Marciano, of which the reporting person is the sole trustee.

F9: The option vested in full on January 1, 2010.

F10: The option vested 25% on each December 31 of 2009 and 2010. The balance of the option is scheduled to vest 25% on each December 31 of 2011 and 2012.