| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| SCHEDULE 13D |
 
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
 
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)
 
September 19, 2012
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).

 
CUSIP No.  401617 10 5 |
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only) Maurice Marciano |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | ☐ |
| | (b) | ☐ |
| 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) Item 2(d)    ☐ Item 2(e)    ☐ |
| 6. | Citizenship or Place of Organization Republic of France |

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
9,258,555

| 8. | Shared Voting Power None | | | | | | |
| 9. | Sole Dispositive Power 12,214,032 | | | | | | | | | | | | |
| 10. | Shared Dispositive Power 2,329,942 | | | | | | | | | | | | | | | | | |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,714,640* | | | | | | | | | | | | | | | | | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐ | | | | | | | | | | | | | | | | | |
| 13. | Percent of Class Represented by Amount in Row (11) 17.2%* | | | | | | | | | | | | | | | | | |
| 14. | Type of Reporting Person (See Instructions) IN | | | | | | | | | | | | | | | | | |

* 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 15.4% of the shares that would be outstanding.
 
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This Amendment No. 12 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 and August 8, 2011.  Capitalized terms used in this Amendment No. 12 but not otherwise defined herein have the meanings given to them in the initial Schedule 13D.
 
This Amendment No. 12 is being made to reflect an increase in the percentage of shares of Guess?, Inc. beneficially owned by Maurice Marciano, due primarily to a reduction in the total number of Guess?, Inc. shares outstanding as a result of share repurchases by Guess?, Inc.  Except as otherwise set forth herein, this Amendment No. 12 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 September 19, 2012, Maurice Marciano may be deemed to beneficially own 14,714,640 shares of Common Stock which represents 17.2% of the 85,360,614 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: 2,329,942 shares as a result of shared investment power over such shares, 1,941,623 shares as a result of Paul Marciano’s sole voting power over such shares, and 170,666 shares as a result of Paul Marciano’s sole investment power over such shares.  If the 1,533,141 of the shares included in this Schedule and includable in the Section 13 reports by Paul Marciano in which Maurice Marciano holds no pecuniary interest are subtracted to eliminate double counting, Maurice Marciano would be deemed to beneficially own 15.4% of such outstanding shares.  As of August 30, 2012, there were 85,150,789 shares of Common Stock outstanding, as reported in the Quarterly Report on Form 10-Q of the Issuer for the quarter ended July 28, 2012.
 
(b) The 14,714,640 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 | | 70,050 | | Sole | | Sole |
As sole trustee of Maurice Marciano Trust | | 6,907,702 | | Sole | | Sole |
As sole trustee of Maurice Marciano Gift Trust FBO Caroline Marciano | | 70 | | Sole | | Sole |
As member of Marciano Financial Holdings IV, LLC | | 2,329,942 | * | Sole as to 815,480 None as to remainder | | Shared |
As member of Carolem Capital, LLC | | 1,500,000 | | Sole as to 375,000 None as to remainder | | Sole |
As trustee of a member of G Financial Holdings, LLC | | 170,666 | ** | Sole | | None |
As a member of Next Step Capital LLC | | 2,072,904 | | Sole as to 462,258 None as to remainder | | Sole |
As president of Maurice Marciano Family Foundation | | 50,000 | *** | Sole | | Sole |
As investment adviser of Next Step GRAT II | | 242,429 | | None | | Sole |
 
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As investment adviser of Next Step GRAT III | | 963,548 | | None | | Sole |
As trustee of G2 Trust**** | | 197,504 | | Sole | | Sole |
Exercisable options | | 209,825 | | Sole | | Sole |

* Maurice Marciano has no pecuniary interest in 1,164,971 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.
 
*** Maurice Marciano has no pecuniary interest in these shares, which are owned by a charitable trust.
 
**** Maurice Marciano has no pecuniary interest in these shares.
 
(c) During the past sixty days, Maurice Marciano has not acquired or disposed of any shares of Common Stock of Guess?, Inc. This Amendment No. 12 is being made to reflect an increase in the percentage of shares of Guess?, Inc. beneficially owned by Maurice Marciano, due primarily to a reduction in the total number of Guess?, Inc. shares outstanding as a result of share repurchases by Guess?, Inc.
 
(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:  September 19, 2012

| /s/ Maurice Marciano
| MAURICE MARCIANO
 
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