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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Forward Sale Contract (Obligation to Sell) | (1) (2) (3) | 09/30/2014 | J/K | 121,100 (1) (2) (3) | 04/06/2015 | 04/06/2015 | Class A Common Stock | 121,100 | (1) (2) (3) | 121,100 | I | Jeffrey and Lori Greenberg Family Trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GREENBERG JEFFREY 228 MANHATTAN BEACH BLVD. MANHATTAN BEACH, CA 90266 |
X |
Jeffrey Greenberg | 10/02/2014 | |
**Signature of Reporting Person | Date |
* | 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) | On September 30, 2014, the reporting person entered into a forward sale contract with an unaffiliated third party buyer. This contract obligates the reporting person to deliver to the buyer up to 121,100 shares of SKX Class A common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of SKX Class A common stock at that time) on the third business day following the maturity date of the contract (April 6, 2015). In exchange for assuming this obligation, the reporting person will receive a cash payment of $5,076,339. The reporting person pledged 121,100 shares of SKX Class A common stock (the "New Pledged Shares") to secure his obligations under the contract, and retained voting and dividend rights in the New Pledged Shares during the term of the pledge. (continued in footnote 2) |
(2) | The number of shares of SKX Class A common stock to be delivered to the buyer on the third business day following the maturity date would be determined as follows: (a) if the closing price of SKX Class A common stock on April 6, 2015 (the "Settlement Price") is less than or equal to $42.00 (the "Floor Level"), the reporting person will deliver to the buyer all of the New Pledged Shares; (b) if the Settlement Price is between the Floor Level and $61.50 (the "Cap Level"), the reporting person will deliver to the buyer a number of shares of SKX Class A common stock equal to 121,100 shares multiplied by a fraction, the numerator of which is the Floor Level and the denominator of which is the Settlement Price; (continued in footnote 3) |
(3) | and (c) if the Settlement Price is greater than the Cap Level, the reporting person will deliver to the buyer the number of shares of SKX Class A common stock equal to 121,100 shares multiplied by a fraction, the numerator of which is the Floor Level plus the excess of the Settlement Price over the Cap Level, and the denominator of which is the Settlement Price. |