SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREENBERG MICHAEL

(Last)

(First)

(Middle)

C/O SKECHERS U.S.A., INC.

228 MANHATTAN BEACH BLVD.

(Street)

MANHATTAN BEACH

90266

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2005

4. If Amendment, Date of 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

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								10,594.63⁽¹⁾	D
Class A Common Stock								22,644⁽²⁾	I	By Third Party Custodian For Children
Class A Common Stock	03/28/2005		J⁽²⁾		22,644	D	$0	0.00	I	By Third Party Custodian For Children
Class A Common Stock								2,764⁽²⁾	I	Chase Greenberg Custodial Account
Class A Common Stock								1,708⁽²⁾	I	Cust. Acct. for Chase Greenberg, IRA
Class A Common Stock								1,708⁽²⁾	I	Cust. Acct. for Harrison Greenberg, IRA
Class A Common Stock								1,708⁽²⁾	I	Cust. Acct. for MacKenna Greenberg, IRA
Class A Common Stock								3,076⁽²⁾	I	Custodial Acct. for Chase Greenberg
Class A Common Stock								3,076⁽²⁾	I	Custodial Acct. for Harrison Greenberg
Class A Common Stock								3,076⁽²⁾	I	Custodial Acct. for MacKenna Greenberg
Class A Common Stock								2,764⁽²⁾	I	Harrison Greenberg Custodial Account
Class A Common Stock								2,764⁽²⁾	I	MacKenna Greenberg Custodial Account
Class B Common Stock	03/28/2005		J⁽³⁾		130,350	D	$0	0.00	I	By Trust w/ 3rd Prty Trstee for Children
Class B Common Stock								43,450⁽³⁾	I	Chase Greenberg 2003 Irrevocable Trust
Class B Common Stock	03/28/2005		S⁽⁴⁾		6,000	D	$15.5179	37,450⁽⁵⁾	I	Chase Greenberg 2003 Irrevocable Trust
Class B Common Stock	03/29/2005		S⁽⁴⁾		4,000	D	$15.5404	33,450⁽⁵⁾	I	Chase Greenberg 2003 Irrevocable Trust
Class B Common Stock	01/31/2005		G⁽⁶⁾	V	1,516	A	$0	1,516⁽⁵⁾	I	Chase Greenberg 2004 Irrevocable Trust
Class B Common Stock								43,450⁽³⁾	I	Harrison Greenberg 2003 Irrevocable Trst
Class B Common Stock	03/28/2005		S⁽⁴⁾		6,000	D	$15.5179	37,450⁽⁵⁾	I	Harrison Greenberg 2003 Irrevocable Trst
Class B Common Stock	03/29/2005		S⁽⁴⁾		4,000	D	$15.5404	33,450⁽⁵⁾	I	Harrison Greenberg 2003 Irrevocable Trst
Class B Common Stock	01/31/2005		G⁽⁶⁾	V	1,516	A	$0	1,516⁽⁵⁾	I	Harrison Greenberg 2004 Irrevocable Trst
Class B Common Stock								43,450⁽³⁾	I	Mackenna Greenberg 2003 Irrevocable Trst
Class B Common Stock	03/28/2005		S⁽⁴⁾		6,000	D	$15.5179	37,450⁽⁵⁾	I	Mackenna Greenberg 2003 Irrevocable Trst
Class B Common Stock	03/29/2005		S⁽⁴⁾		4,000	D	$15.5404	33,450⁽⁵⁾	I	Mackenna Greenberg 2003 Irrevocable Trst
Class B Common Stock	01/31/2005		G⁽⁶⁾	V	1,516	A	$0	1,516⁽⁵⁾	I	Mackenna Greenberg 2004 Irrevocable Trst
Class B Common Stock	01/31/2005		G⁽⁶⁾	V	4,548	D	$0	1,055,093	I	Michael & Wendy Greenberg Family Trust
Class A Common Stock								6⁽⁵⁾	I	By Spouse

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option	$13⁽⁷⁾							07/06/2000	07/06/2010	Class A Common Stock	20,805		20,805	D
Incentive Stock Option	$6.95⁽⁷⁾							10/09/2002	10/09/2012	Class A Common Stock	25,000		25,000	D
Non-Qual Stock Option	$13⁽⁷⁾							07/06/2000	07/06/2010	Class A Common Stock	16,695		16,695	D

Explanation of Responses:

1. Includes 474.537 shares acquired under the Issuer's 401(k) Profit Sharing Plan on March 18, 2005.

2. For purposes of reporting these line items, no shares were acquired or disposed of, but rather the form of ownership is being reported differently. 22,644 shares were previously combined for reporting purposes under one indirect holding entitled - By Third Party Custodian For Children. These shares are reported on this Form 4 as nine separate line items, one for each of nine custodial accounts for Mr. Greenberg's three minor children, with the aggregate number of shares remaining 22,644 shares. Each child has three separate custodial accounts in his or her name, and a third party is the custodian for each account. The reporting person disclaims beneficial ownership of these securities 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 purposes.

3. For purposes of reporting these line items, no shares were acquired or disposed of, but rather the form of ownership is being reported differently. 130,350 shares were previously combined for reporting purposes under one indirect holding entitled "By Trust w/3rd Party Trustee for Children." These shares are reported on this Form 4 as three separate line items, one for each of three separate trusts for the benefit of Mr. Greenberg's three minor children, with the aggregate number of shares remaining 130,350 shares pending further transactions as reported on this Form 4. A third party is the trustee of each trust. The reporting person disclaims beneficial ownership of these securities 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 purposes.

4. All shares of Class B Common Stock were converted upon sale to shares of Class A Common Stock on a one-for-one basis for no additional consideration.

5. The reporting person disclaims beneficial ownership of these securities 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 purposes.

6. The Michael & Wendy Greenberg Family Trust gifted an aggregate of 4,548 shares of Class B Common Stock on January 31, 2005. 2,274 shares were gifted to Michael Greenberg's wife, Wendy Greenberg, and the remaining 2,274 shares were gifted to three trusts (758 shares per trust), one each for the benefit of Mr. Greenberg's three minor children, and a third party is the trustee of each trust. Wendy Greenberg subsequently gifted the entire gift of 2,274 shares that she had received to the aforementioned trusts, with each of the three trusts receiving an additional 758 shares.

7. These stock options were previously reported on a timely filed Form 4.

Remarks:

	/s/ Greenberg, Michael	03/30/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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