GUESS INC — Director's Dealing 2014

Apr 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2014-04-02

Reporting Person: MARCIANO PAUL (Director, Vice Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-02	Common Stock	A	100000	—	Acquired	167725	Direct
2014-04-02	Common Stock	A	120800	—	Acquired	288525	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6874390	Indirect
Common Stock	1164971	Indirect
Common Stock	170666	Indirect
Common Stock	1362633	Indirect
Common Stock	33988	Indirect
Common Stock	105977	Indirect
Common Stock	77184	Indirect
Common Stock	1481700	Indirect

Footnotes

F1: Acquired pursuant to Issuer's employee equity plan upon achievement of previously established performance criteria.

F2: 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.

F3: 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.

F4: Shares are held by G Financial Holdings, LLC which is indirectly owned by the reporting person.

F5: Shares are held by G Financial Holdings II, LLC which is indirectly owned by the reporting person.

F6: Shares are held by the G4 GRAT, a grantor retained annuity trust of which the reporting person is the sole trustee and has exclusive pecuniary interest.

F7: Shares are held by the Exempt Gift Trust under the Next Step Trust, of which the reporting person is sole trustee. 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 the Nonexempt Gift Trust under the Next Step Trust, of which the reporting person is sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

F9: Shares are held by NRG Capital Holdings, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his minor chidren.