Edgar Filing: SKECHERS USA INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Schwartzberg Gil

2. Issuer Name and Ticker or Trading Symbol
SKECHERS USA INC [SKX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

269 S. BEVERLY DRIVE, #1315

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2013

(Street)

BEVERLY HILLS, CA 90212

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock ⁽¹⁾

⁽²⁾

08/16/2013

277,410

⁽²⁾

Class A Common Stock

277,410

⁽²⁾

373,608 ⁽³⁾

By Robert Y. Greenberg 2011 Annuity Trust

Class B Common Stock ⁽¹⁾

⁽²⁾

01/02/2014

9,242

⁽²⁾

Class A Common Stock

9,242

⁽²⁾

364,366 ⁽³⁾

By Robert Y. Greenberg 2011 Annuity Trust

Class B Common Stock ⁽¹⁾

⁽²⁾

08/16/2013

277,410

⁽²⁾

Class A Common Stock

277,410

⁽²⁾

373,608 ⁽³⁾

By M. Susan Greenberg 2011 Annuity Trust

Class B Common Stock ⁽¹⁾

⁽²⁾

01/02/2014

9,242

⁽²⁾

Class A Common Shares

9,242

⁽²⁾

364,366 ⁽³⁾

By M. Susan Greenberg 2011 Annuity Trust

Class B Common Stock ⁽¹⁾

⁽²⁾

01/16/2014

1,500,000

⁽²⁾

Class A Common Stock

1,500,000

⁽²⁾

1,500,000 ⁽³⁾

By Robert Y. Greenberg 2014 Annuity Trust

Class B Common Stock ⁽¹⁾

⁽²⁾

01/16/2014

1,500,000

⁽²⁾

Class A Common Stock

1,500,000

⁽²⁾

1,500,000 ⁽³⁾

By M. Susan Greenberg 2014 Annuity Trust

Class B Common Stock ⁽¹⁾

⁽²⁾

Class A Common Stock

735,504

735,504 ⁽³⁾

By Robert Y. Greenberg 2012 Annuity Trust

Class B Common Stock ⁽¹⁾

⁽²⁾

Class A Common Stock

735,504

735,504 ⁽³⁾

By M. Susan Greenberg 2012 Annuity Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Schwartzberg Gil 269 S. BEVERLY DRIVE, #1315 BEVERLY HILLS, CA 90212		X

Signatures

Gil Schwartzberg		02/10/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Holders of Class A Common Stock and Class B Common Stock generally have identical rights, except that holders of Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to ten votes per share on matters to be voted on by shareholders.
(2)	Shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis for no additional consideration at any time, with no expiration date, upon voluntary conversion by the holder of such shares or upon any sale or transfer of such shares with certain exceptions.
(3)	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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