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GUESS INC — Director's Dealing 2012
Mar 30, 2012
32343_dirs_2012-03-30_a9e4436e-b577-47d9-b1d8-5bc8850ac6cc.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2012-03-28
Reporting Person: MARCIANO PAUL (Director, Vice Chairman & CEO, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2012-03-28 | Common Stock | A | 200000 | — | Acquired | 243750 | Direct |
| 2012-03-28 | Common Stock | A | 44000 | — | Acquired | 287750 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2012-03-28 | Employee Stock Option (right to buy) | $31.36 | A | 56000 | Acquired | 2022-03-28 | Common Stock (56000) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 5604548 | Indirect |
| Common Stock | 1164971 | Indirect |
| Common Stock | 1581700 | Indirect |
| Common Stock | 170666 | Indirect |
| Common Stock | 2000000 | Indirect |
| Common Stock | 647906 | Indirect |
Footnotes
F1: Received upon achievement of previously established earnings per share growth target.
F2: 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.
F3: Acquired pursuant to Issuer's employee equity incentive plan.
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 Marciano Financial Holdings IV, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his minor children.
F6: Shares are held by NRG Capital Holdings II, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his minor children.
F7: Shares are held by G Financial Holdings, LLC which is indirectly owned by the reporting person.
F8: Shares are held by G Financial Holdings II, LLC which is indirectly owned by the reporting person.
F9: Shares are held by G2 GRAT, a grantor retained annuity trust of which the reporting person acts as investment advisor and has sole investment power.
F10: The option vests in four equal installments on January 5 of each 2013, 2014, 2015 and 2016.