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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 18.1 | 06/23/2011 | M | 35,850 | (9) | 03/06/2016 | Common Stock | 35,850 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 22.03 | 06/23/2011 | M | 90,000 | (10) | 04/14/2019 | Common Stock | 90,000 | $ 0 | 90,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MARCIANO MAURICE C/O GUESS?, INC. 1444 SOUTH ALAMEDA STREET LOS ANGELES, CA 90021 |
X | X | Chairman of the Board |
/s/ Jason T. Miller (attorney-in-fact) | 06/24/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reported price represents the weighted average price for shares sold in multiple transactions ranging from $42.55 to $42.85. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request. |
(2) | Securities are held by the Maurice Marciano Trust (2005 Restatement), a revocable trust of which the reporting person is the sole trustee and sole beneficiary and has the exclusive pecuniary interest. |
(3) | The reported price represents the weighted average price for shares sold in multiple transactions ranging from $41.95 to $42.04. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request. |
(4) | The reported price represents the weighted average price for shares sold in multiple transactions ranging from $41.50 to $41.52. The details of the amounts and prices will be provided to the Issuer, any shareholders of the Issuer or the SEC on request. |
(5) | Shares are held by Marciano Financial Holdings IV, LLC in accounts specifically allocated to trusts for the benefit of the reporting person and his children. |
(6) | Shares are held by MNM Capital Holdings, LLC in accounts specifically allocated to trusts for the benefit of the reporting persons and his children. |
(7) | Securities are held by Next Step Capital LLC, of which the reporting person has sole investment power and exclusive pecuniary interest. |
(8) | Shares are held by Maurice Marciano Gift Trust FBO Caroline Marciano, of which the reporting person is the sole trustee. |
(9) | The option vested in full on January 1, 2010. |
(10) | The option vested 25% on each December 31 of 2009 and 2010. The balance of the option is scheduled to vest 25% on each December 31 of 2011 and 2012. |