SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
(Title of Class of Securities)
401617 10 5
1444 South Alameda Street
Los Angeles, CA 90021
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 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)
|2.||Check the Appropriate Box if a Member of a Group (See Instructions)|
|3.||SEC Use Only|
|4.||Source of Funds (See Instructions)|
|5.||Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)|
Citizenship or Place of Organization
United States of America
Sole Voting Power
Shared Voting Power
Sole Dispositive Power
Shared Dispositive Power
Aggregate Amount Beneficially Owned by Each Reporting Person
|12.||Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ❑|
Percent of Class Represented by Amount in Row (11)
Type of Reporting Person (See Instructions)
|(1 ) Includes 7,643,012 shares which are also deemed to be beneficially owned by the Reporting Person’s brother, Maurice Marciano, and includable in reports on Schedule 13D filed by Maurice Marciano.|
|(2) Based on 54,438,742 shares of Common Stock outstanding on June 24, 2022 following the receipt by the Issuer on June 24, 2022 of approximately 5.2 million shares under an accelerated share repurchase agreement, as reported by the Issuer in a press release dated June 27, 2022 (plus an additional 305,505 shares which the Reporting Person has the right to acquire under existing stock option awards).|
This Amendment No. 2 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 Paul Marciano with the Securities and Exchange Commission on September 2, 2020, as amended by the filing of Amendment No. 1 on March 28, 2022. Capitalized terms used in this Amendment No. 2 but not otherwise defined herein have the meanings given to them in the initial Schedule 13D.
On June 24, 2022, Guess?, Inc. received a final delivery of approximately 5.2 million shares pursuant to an accelerated share repurchase agreement entered into on March 18, 2022. This Amendment No. 2 is being made to reflect a change in the percentage of shares of Guess?, Inc. beneficially owned by Paul Marciano due to a reduction in shares outstanding as a result of such stock repurchases by Guess?, Inc. Except as otherwise set forth herein, this Amendment No. 2 does not modify any of the information previously reported by Paul Marciano in the Schedule 13D.
Item 5.Interest in Securities of the Issuer
(a)As of July 1, 2022, the aggregate number of shares beneficially owned by the Reporting Person is 20,519,108 shares of Common Stock (including the right to acquire 305,505 shares within 60 days) which equals 37.7% of the 54,438,742 shares of Common Stock that would be outstanding if all of the rights to acquire shares within 60 days were exercised. The aggregate number of shares beneficially owned by the Reporting Person includes 7,643,012 shares which are also deemed to be beneficially owned by the Reporting Person’s brother, Maurice Marciano, and includable in reports on Schedule 13D filed by Maurice Marciano.
(b)The breakdown of voting and investment power is as follows:
|Voting Power||Investment Power|
|Maurice Marciano||7,846 (1)(2)||Shared||Shared|
|Paul Marciano Trust||10,478,105||Sole||Sole|
|Maurice Marciano Trust||4,617,263 (1)(2)||Shared||Shared|
|NRG Capital Holdings, LLC||1,381,700||Sole as to 345,425, none as to remainder||Sole|
|G Financial Holdings, LLC||170,666 (1)||None||Sole|
|G Financial Holdings II, LLC||339,005 (1)||None||Sole|
|Carolem Capital, LLC||1,500,000 (1)(2)|
Sole as to 1,125,000,
shared as to 375,000
|Next Step Capital, LLC||103,801 (1)(2)|
Sole as to 92,401,
shared as to 11,400
|Next Step Capital II, LLC||554,940 (1)(2)|
Sole as to 277,470,
shared as to 277,470
|Nonexempt Gift Trust under the Next Step Trust||370,309 (2)||Sole||Sole|
|Exempt Gift Trust under the Next Step Trust||105,977 (2)||Sole||Sole|
|Paul Marciano Foundation||234,500 (3)||Sole||Sole|
|MM 2020 Exempt Trust||349,491 (1)||Sole||None|
|Options exercisable by Reporting Person within 60 days||305,505||Sole||Sole|
(1) Includes shares which are also deemed to be beneficially owned by the Reporting Person’s brother, Maurice Marciano, and includable in reports on Schedule 13D filed by Maurice 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 nonprofit 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|| |
June 11, 2022
(1) Represents the vesting of a stock option award previously received under the Issuer’s employee equity plan on June 11, 2020.
(d)See Item 5(b)
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.
|July 1, 2022|
|/s/ Paul Marciano|