GUESS INC — Major Shareholding Notification 2007

Feb 15, 2007

SC 13G/A 1 a07-4717_1sc13ga.htm SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G

*Under the Securities Exchange Act of 1934 (Amendment No. 3)**

*Guess?, Inc.*

(Name of Issuer)

*Common Stock*

(Title of Class of Securities)

*401617 10 5*

(CUSIP Number)

*Paul Marciano*

*Guess?, Inc*

*1444 South Alameda Street*

*Los Angeles, CA 90021*

*(213) 765-3100*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*December 31, 2006*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 401617 10 5 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Paul Marciano | |
| --- | --- | --- |
| 2. | Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United States of America | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 6,740,497 |
| | 6. | Shared Voting Power 0 |
| | 7. | Sole Dispositive Power 4,744,508 |
| | 8. | Shared Dispositive Power 5,773,734 |
| 9. | Aggregate Amount
Beneficially Owned by Each Reporting Person 10,518,242 | |
| 10. | Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class
Represented by Amount in Row (9) 22.8% | |
| 12. | Type of Reporting Person
(See Instructions) IN | |

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| This Amendment No. 3 to Schedule 13G amends or amends and restates,
where indicated, the statement on Schedule 13G relating to the Common Stock
of the Issuer filed by Mr. Marciano with the Securities and Exchange
Commission on June 10, 2003, as amended by filing of Amendment No. 1 on
February 17, 2004 and Amendment No. 2 on May 15, 2006. Capitalized terms used
in this Amendment No. 3 but not otherwise defined herein have the meanings
given to them in the initial Schedule 13G. | | | |
| --- | --- | --- | --- |
| This Amendment No. 3 is being made to update Mr. Marciano’s beneficial
ownership. Except as otherwise set forth herein, this Amendment No. 3 does
not modify any of the information previously reported by Mr. Marciano in the Schedule
13G as amended to date. | | | |
| Item 1. | | | |
| | (a) | Name of Issuer | |
| | (b) | Address of Issuer’s
Principal Executive Offices | |
| Item 2. | | | |
| | (a) | Name of Person Filing | |
| | (b) | Address of Principal
Business Office or, if none, Residence | |
| | (c) | Citizenship | |
| | (d) | Title of Class of
Securities | |
| | (e) | CUSIP Number | |
| Item 3. | If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a: | | |
| | (a) | o | Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | o | Insurance company as
defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | o | Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a-8). |
| | (e) | o | An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| | (i) | o | A church plan that is
excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| | (j) | o | Group, in accordance with
§240.13d-1(b)(1)(ii)(J). |

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Item 4.
Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a)	Amount beneficially
owned:
(b)	Percent of class:
(c)	Number of shares as to
which the person has:
	(i)	Sole power to vote or to
direct the vote
	(ii)	Shared power to vote or to
direct the vote
	(iii)	Sole power to dispose or
to direct the disposition of
	(iv)	Shared power to dispose or
to direct the disposition of

As of December 31, 2006, Mr. Marciano beneficially owned 10,518,242 shares of Common Stock as follows:

| Manner of
Holding | Number of shares | Voting Power | Investment Power |
| --- | --- | --- | --- |
| As sole trustee of Paul Marciano Trust | 4,405,448 | Sole | Sole |
| As member of Marciano Financial Holdings II, LLC | 4,989,971 | Sole as to 1,995,989 shares (None as to remaining shares) | Shared |
| As investment adviser to children’s trusts | 783,763 | None | Shared |
| As president of Paul Marciano Family Foundation | 249,135 | Sole | Sole |
| Options exercisable within 60 days | 89,925 | Sole | Sole |

The 10,518,242 shares beneficially owned by Mr. Marciano represent 22.8% of the 46,134,365 shares of the Common Stock that would be outstanding if all of Mr. Marciano’s options were exercised. As of December, 2006, 46,044,440 shares of Common Stock were outstanding according to the records of the Issuer.

| Item 5. | Ownership of Five Percent
or Less of a Class |
| --- | --- |
| If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following o . | |
| Item 6. | Ownership of More than
Five Percent on Behalf of Another Person |
| Item 7. | Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person |
| Item 8. | Identification and
Classification of Members of the Group |
| Item 9. | Notice of Dissolution of
Group |
| Item 10. | Certification |

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*Signature*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2007
Date
/s/ Paul Marciano
Signature
PAUL MARCIANO
Name/Title

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