Document

SC 13D 1 mm13damendno173-28x22.htm SC 13D Document


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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 17)*


Guess?, Inc. (Name of Issuer)

Common Stock
(Title of Class of Securities)

401617 10 5
(CUSIP Number)

Maurice 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)


March 24, 2022 (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ❑

* 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 disclosures provided in a prior cover page.

The information required on 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).

CUSIP No. 401617 10 5

Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Maurice Marciano

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

❑

(b)

❑

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Item 2(d)

❑

Item 2(e)

❑

Citizenship or Place of Organization
Republic of France

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

Sole Voting Power
None

Shared Voting Power
10,230,343

Sole Dispositive Power
None

10.

Shared Dispositive Power
11,565,034

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
12,074,705 (1)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ❑

13.

Percent of Class Represented by Amount in Row (11)
20.2% (2)

14.

Type of Reporting Person (See Instructions)
IN



(1) Includes 7,635,166 shares which are also deemed to be beneficially owned by the Reporting Person’s brother, Paul Marciano, and includable in reports on Schedule 13D filed by Paul Marciano.
(2) Based on 59,749,751 shares of Common Stock outstanding on March 21, 2022 according to the Issuer’s Form 10-K for the fiscal year ended January 29, 2022 filed with the Securities and Exchange Commission on March 24, 2022.

This Amendment No. 17 to Schedule 13D amends or amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by Maurice Marciano with the Securities and Exchange Commission on June 10, 2003, as amended by filings on June 21, 2004, July 8, 2004, October 21, 2004, May 15, 2006, February 20, 2007, July 23, 2007, October 18, 2007, April 23, 2008, January 29, 2010, April 27, 2010, August 8, 2011, September 19, 2012, February 6, 2014, August 5, 2014, May 14, 2019 and September 2, 2020. Capitalized terms used in this Amendment No. 17 but not otherwise defined herein have the meanings given to them in the initial Schedule 13D.

This Amendment No. 17 is being made to reflect an increase in the percentage of shares of Guess?, Inc. beneficially owned by Maurice Marciano, due primarily to Guess?, Inc. entering into an accelerated share repurchase agreement, whereby Guess?, Inc. paid $175 million and received an initial delivery of shares on March 21, 2022. Except as otherwise set forth herein, this Amendment No. 17 does not modify any of the information previously reported by Maurice Marciano in the Schedule 13D as amended to date.

Item 5.Interest in Securities of the Issuer

(a)As of March 24, 2022, Maurice Marciano may be deemed to beneficially own 12,074,705 shares of Common Stock which represents 20.2% of the 59,749,751 shares of the Common Stock that would be outstanding if he were to exercise all options exercisable within 60 days. The aggregate number of shares beneficially owned by the Reporting Person includes 7,635,166 shares which are also deemed to be beneficially owned by the Reporting Person’s brother, Paul Marciano, and includable in reports on Schedule 13D filed by Paul Marciano.

(b)The breakdown of voting and investment power is as follows:

Holding

Number of
Shares

Voting Power

Investment
Power

Maurice Marciano

2,977 (1)

Shared

Maurice Marciano Trust

4,614,286 (1)

Shared

Maurice Marciano Gift Trust
FBO Caroline Marciano

Shared

Carolem Capital, LLC

1,500,000 (1)

Shared as to 375,000,
none as to 1,125,000

Shared

G Financial Holdings, LLC

170,666 (1)(2)

Shared

None

G Financial Holdings II, LLC

339,005 (1)(2)

Shared

None

Next Step Capital, LLC

103,801 (1)

Shared as to 11,400, none as to 92,401

Shared

Next Step Capital II, LLC

554,940 (1)

Shared as to 277,470, none as to 277,470

Shared

Maurice Marciano Family Foundation

50,000 (3)

Shared

MM CRUT, LLC

1,652,650

Shared

MM CRUT II, LLC

712,400

Shared

Maurice Marciano Charitable Remainder Unitrust II

1,623,834

Shared

G2 Trust

264,384 (2)

Shared

Exempt G2 Trust

136,201 (2)

Shared

MM 2020 Exempt Trust

349,491 (1)

None

Shared

(1) Includes shares which are also deemed to be beneficially owned by the Reporting Person’s brother, Paul Marciano, and includable in reports on Schedule 13D filed by Paul Marciano.

(2) The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

(3) The Reporting Person has no pecuniary interest in these shares, which are owned by a non-profit corporation.

(c)During the past sixty days, Mr. Marciano has acquired beneficial ownership of the following shares of Common Stock of the Issuer.


Date	Number of Shares	Price per Share
January 31, 2022	2,977(1)	$	—

(1) Acquired pursuant to the Issuer’s director compensation plan.

(d)See Item 5(b).

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.

Date: March 28, 2022

/s/ Maurice Marciano
MAURICE MARCIANO

SEC Form SC 13D filed by Guess? Inc.