GUESS INC — Director's Dealing 2012

Dec 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2012-12-03

Reporting Person: SECOR DENNIS R (SVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-03	Common Stock	M	20000	$21.62	Acquired	76968	Direct
2012-12-03	Common Stock	M	10000	$22.03	Acquired	86968	Direct
2012-12-03	Common Stock	S	30000	$25.63	Disposed	56968	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-03	Employee Stock Option (right to buy)	$21.62	M	20000	Disposed	2018-10-30	Common Stock (20000)	Direct
2012-12-03	Employee Stock Option (right to buy)	$22.03	M	10000	Disposed	2019-04-14	Common Stock (10000)	Direct

Footnotes

F1: Includes 579 shares acquired 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 $25.525 to $25.76. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request.

F3: This option vested in four equal installments on March 29, 2010 and October 30 of 2010, 2011 and 2012.

F4: As previously announced by the Issuer, Mr. Secor has resigned from his positions with the Issuer effective December 7, 2012. Under the terms of the Issuer's equity incentive plan, any vested options not exercised within 60 days of Mr. Secor's termination date shall be forfeited.

F5: This option vests in four equal installments on December 31 of 2009, 2010, 2011 and 2012.