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

 

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Maurice Marciano
Guess?, Inc.
1444 South Alameda Street
Los Angeles, CA 90021

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

 

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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).

 

 

 

* Includes shares which are also deemed to be beneficially owned by Maurice Marciano’s brother, Paul Marciano, and includable in reports on Schedule 13G filed by Paul Marciano.  If the potential double counting were eliminated, Maurice Marciano would be deemed to beneficially own 20.9% of the shares that would be outstanding.

 

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This Amendment No. 8 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 and October 18, 2007.  Capitalized terms used in this Amendment No. 8 but not otherwise defined herein have the meanings given to them in the initial Schedule 13D.

 

This Amendment No. 8 is being made primarily to reflect the sales of shares for portfolio diversification purposes.  Except as otherwise set forth herein, this Amendment No. 8 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 April 22, 2008, Mr. Marciano may be deemed to beneficially own 21,779,856 shares of Common Stock which represents 23.0% of the 94,504,818 shares of the Common Stock that would be outstanding if he were to exercise all options exercisable within 60 days.  Of these shares, the following shares are also includable in Section 13 reports by his brother, Paul Marciano: 3,829,942 shares as a result of shared investment power over such shares and 149,996 shares as a result of Paul Marciano’s investment power over such shares.  If the 2,064,968 of these shares in which Maurice Marciano holds no pecuniary interest are subtracted to eliminate double counting, Maurice Marciano would be deemed to beneficially own 20.9% of such outstanding shares.  As of March 24, 2008, there were 94,348,118 shares of Common Stock outstanding, as reported in the Annual Report on Form 10-K of the Issuer for the year ended February 2, 2008.
(b) The 21,779,856 shares that may be deemed to be beneficially owned by Maurice Marciano, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, are held as follows:
	Manner of Holding		Number of shares		Voting Power		Investment Power
	Direct		120,100		Sole		Sole
	As sole trustee of Maurice Marciano Trust		14,303,792		Sole		Sole
	As sole trustee of Maurice Marciano Gift Trust FBO Caroline Marciano		70		Sole		Sole
	As member of Marciano Financial Holdings		3,829,942	*	Sole as to 1,340,480		Shared
	II, LLC				None as to remainder
	As member of MNM Capital Holdings,		3,199,256		Sole as to 799,814		Sole
	LLC				None as to remainder
	As trustee of certain members of JS Capital Holdings, LLC		149,996	**	Sole		None
	By wife		20,000		Shared		Shared
	Exercisable options		156,700		Sole		Sole

 

* Maurice Marciano has a pecuniary interest in only 1,914,970 of these shares. Because investment power over all shares held by this entity is shared with his brother, Paul Marciano, all of these shares also may be deemed to be beneficially owned by Paul Marciano.

 

** Maurice Marciano has no pecuniary interest in these shares. Because investment power over all shares held by this entity is held by his brother, Paul Marciano, all of these shares also may be deemed to be beneficially owned by Paul Marciano.

 

(c) During the past sixty days, Mr. Marciano may be deemed to have effected the following sales pursuant to routine brokerage transactions in the open market.

 

Date		Number of Shares		Price per Share
March 27, 2008		25,000		$	40.56
March 27, 2008		25,000		$	40.56
March 31, 2008		225,000		$	40.08
March 31, 2008		225,000		$	40.08
April 1, 2008		250,000	*	$	42.07
April 1, 2008		250,000		$	42.07
April 18, 2008		125,000		$	40.27

 

* Mr. Marciano has a pecuniary interest in only a portion of these shares sold by Marciano Financial Holdings II, LLC.

 

(d) Except as disclosed herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock described herein.

 

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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.

 

Date: April 22, 2008	Maurice Marciano
	/s/ Maurice Marciano

 

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