GUESS INC — Director's Dealing 2012

Dec 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2012-12-07

Reporting Person: MARCIANO MAURICE (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-07	Common Stock	M	45000	$22.03	Acquired	115050	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-07	Employee Stock Option (right to buy)	$22.03	M	45000	Disposed	2013-01-28	Common Stock (45000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5110138	Indirect
Common Stock	2072904	Indirect
Common Stock	2000000	Indirect
Common Stock	39993	Indirect
Common Stock	963548	Indirect
Common Stock	1164971	Indirect
Common Stock	52417	Indirect
Common Stock	70	Indirect
Common Stock	1500000	Indirect

Footnotes

F1: Reflects changes in form of 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: Shares are held by the Maurice Marciano Trust (2006 Restatement), a revocable trust of which the reporting person is the sole trustee and sole beneficiary and has the exclusive pecuniary interest.

F3: Shares are held by Next Step Capital, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and certain others. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

F4: Shares are held by Next Step Capital II, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and certain others. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

F5: Shares are held by Next Step GRAT II, of which the reporting person has sole investment power.

F6: Shares are held by Next Step GRAT III, of which the reporting person has sole investment power.

F7: Shares are held by Marciano Financial Holdings II, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his children. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

F8: Shares are held by Exempt Gift Trust under the Next Step Trust. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

F9: Shares are held by Maurice Marciano Gift Trust FBO Caroline Marciano, of which the reporting person is the sole trustee.

F10: Shares are held by CAROLEM Capital, LLC, formerly MNM Capital Holdings LLC, in accounts specifically allocated to trusts for the benefit of the reporting persons and his children. The reporting person disclaims beneficial ownership of these shares, except to the extent of the reporting person's pecuniary interest therein.

F11: The option vests in four equal installments on December 31 of each 2009, 2010, 2011 and 2012.