GUESS INC — Director's Dealing 2016

Apr 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GUESS INC (GES)
CIK: 0000912463
Period of Report: 2016-03-30

Reporting Person: MARCIANO PAUL (Director, EC & Chief Creative Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-30	Common Stock	A	175866	—	Acquired	408742	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	370309	Indirect
Common Stock	339005	Indirect
Common Stock	8552318	Indirect
Common Stock	349491	Indirect
Common Stock	170666	Indirect
Common Stock	1481700	Indirect
Common Stock	105977	Indirect

Footnotes

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

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

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

F5: 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.

F6: Shares are held by Paul Marciano Special Exempt Trust, of which the reporting person has sole investment power.

F7: Shares are held by G Financial Holdings, LLC which is indirectly owned by the reporting person.

F8: Share are held by NRG Capital Holdings, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his minor children.

F9: Shares are held by Exempt Gift Trust under the Next Step Trust, of which the reporting person is the sole trustee. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.