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 ^*

GREENBERG JEFFREY

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

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

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

(Last)

(First)

(Middle)

228 MANHATTAN BEACH BLVD.

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2016

(Street)

MANHATTAN BEACH, CA 90266

4. If Amendment, Date Original Filed(Month/Day/Year)
01/11/2016

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/07/2016		C		625,467	A	$ 0	868,552.613 ⁽¹⁾ ⁽²⁾	I	Jeffrey and Lori Greenberg Family Trust
Class A Common Stock								109,092 ⁽¹⁾	I	Chloe July Greenberg 2009 Trust
Class A Common Stock								109,092 ⁽¹⁾	I	Catherine Elle Greenberg 2009 Trust
Class A Common Stock								42,594 ⁽¹⁾	I	Chloe July Greenberg 2004 Trust
Class A Common Stock								42,594 ⁽¹⁾	I	Catherine Elle Greenberg 2006 Trust

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)

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 ⁽³⁾

⁽⁴⁾

01/07/2016

625,467

⁽⁴⁾

Class A Common Stock

625,467

⁽⁴⁾

364,365 ⁽¹⁾

Jeffrey and Lori Greenberg Family Trust

Class B Common Stock ⁽³⁾

⁽⁴⁾

Class A Common Stock

4,344

4,344 ⁽¹⁾ ⁽⁵⁾

Jeffrey and Lori Greenberg Family Trust

Class B Common Stock ⁽³⁾

⁽⁴⁾

Class A Common Stock

162,768

162,768 ⁽¹⁾

Chloe July Greenberg 2009 Trust

Class B Common Stock ⁽³⁾

⁽⁴⁾

Class A Common Stock

162,768

162,768 ⁽¹⁾

Catherine Elle Greenberg 2009 Trust

Class B Common Stock ⁽³⁾

⁽⁴⁾

Class A Common Stock

32,376

32,376 ⁽¹⁾

Chloe July Greenberg UTMA/CA

Class B Common Stock ⁽³⁾

⁽⁴⁾

Class A Common Stock

22,476

22,476 ⁽¹⁾

Catherine Elle Greenberg UTMA/CA

Class B Common Stock ⁽³⁾

⁽⁴⁾

Class A Common Stock

109,428

109,428 ⁽¹⁾

Chloe July Greenberg 2004 Trust

Class B Common Stock ⁽³⁾

⁽⁴⁾

Class A Common Stock

90,000

90,000 ⁽¹⁾

Catherine Elle Greenberg 2006 Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GREENBERG JEFFREY 228 MANHATTAN BEACH BLVD. MANHATTAN BEACH, CA 90266	X

Signatures

Jeffrey Greenberg		03/14/2016
^**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)	On August 20, 2015, the Issuer's Board of Directors declared a 3-for-1 stock split to be effected in the form of a stock dividend, which was approved by the Issuer's stockholders on September 24, 2015. All holders of record of Class A common stock and/or Class B common stock on October 2, 2015 were issued two shares of Class A common stock for each outstanding share of Class A common stock and two shares of Class B common stock for each outstanding share of Class B common stock.
(2)	Includes 379 shares and 107 shares acquired on June 30 and December 31, 2015 under the Issuer's Employee Stock Purchase Plan, respectively.
(3)	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.
(4)	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.
(5)	Represents shares held by the Jeffrey and Lori Greenberg Family Trust (the "Trust") that were Mr. Greenberg's separate property, which he gifted to his wife as previously reported on an amended Form 4. Following such gift, these shares have remained in the Trust as his wife's separate property.
Remarks: This amendment is being filed to correct a clerical error in the reporting of the date of earliest transaction on the original filing of the Form 4.

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