Statement of Changes in Beneficial Ownership (4)
July 02 2021 - 6:01PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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ALBERINI CARLOS |
2. Issuer Name and Ticker or Trading Symbol
GUESS INC
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GES
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Director |
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(Last)
(First)
(Middle)
C/O GUESS?, INC., 1444 S. ALAMEDA STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/30/2021 |
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(Street)
LOS ANGELES, CA 90021
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 485456 (1) | D | |
| Common Stock | | | | | | | | 208410 | I | by Family Trust (2) |
| Common Stock | | | | | | | | 321943 | I | by Family Trust (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Performance Share Units | (4) | 6/30/2021 | | A | | 300000 | | (5) | (5) | Common Stock | 300000 | $0 | 300000 | D | |
| Explanation of Responses: |
| (1) | Includes 1,172 shares acquired under a tax conditioned plan and not required to be reported pursuant to Rule 16b-3(c). |
| (2) | Shares are held by Alberini Family LLC. |
| (3) | Shares are held by Carlos and Andrea Alberini Trust. |
| (4) | Each Performance Share Unit (PSU) represents a contingent right to receive one share of Guess, Inc. common stock. |
| (5) | The PSU Award is subject to certain performance based vesting requirements tied to the growth in the Companys stock price. Vesting is based in 25% increments upon GES common stock achieving a market price of $35, $40, $45, and $50 per share on or by June 30 of 2022, 2023, 2024 and 2025, respectively. The performance requirement is satisfied for each tranche if the stock price hurdle is achieved at any point prior to July 1, 2025. Stock price for purposes of determining achievement is the trailing 15 trading day average closing stock price (plus dividends paid during the applicable period). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ALBERINI CARLOS
C/O GUESS?, INC.
1444 S. ALAMEDA STREET
LOS ANGELES, CA 90021 | X |
| CEO and Director |
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Signatures
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| /s/Jason T. Miller (Attorney-in-fact) | | 7/2/2021 |
| **Signature of Reporting Person | Date |
Guess (NYSE:GES)
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