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^*

Storey Craig D

(Last)

(First)

(Middle)

C/O HEELYS, INC.

3200 BELMEADE DRIVE, SUITE 100

(Street)

CARROLLTON

75006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Heelys, Inc. [ HLYS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Former CFO / Former COO

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2013

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)
Common Stock	01/24/2013		D		14,600	D	$2.25⁽¹⁾	0	D

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)
Stock Option (right to buy)	$2.36	01/24/2013		D			75,000	⁽²⁾	08/25/2020	Common Stock	75,000	$0	0	D
Restricted Stock Unit	⁽³⁾	01/24/2013		D			32,345	⁽³⁾	12/31/2013	Common Stock	32,345	$2.25	0	D
Restricted Stock Unit	⁽⁴⁾	01/24/2013		D			18,142	⁽⁴⁾	12/31/2014	Common Stock	18,142	$2.25	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 7, 2012, by and among the issuer, Sequential Brands Group, Inc. and Wheels Merger Sub Inc. (the "Merger Agreement"), pursuant to which the outstanding shares of the issuer's common stock were cancelled and converted into the right to receive $2.25 in cash, without interest and less any applicable withholding tax.

2. Pursuant to the Merger Agreement, as of and immediately prior to the effective time of the merger effected thereby, this option was cancelled without cash payment because the per share exercise price of such option was greater than $2.25.

3. Pursuant to the Merger Agreement, as of and immediately prior to the effective time of the merger effected thereby, the vesting conditions or restrictions applicable to 32,345 of the originally-awarded restricted stock units lapsed, and such vested restricted stock units converted into the right to receive an amount equal to $2.25 for each such vested restricted stock unit, reduced by the required amount of withholding tax, if any. 45,281 of the originally-awarded restricted stock units did not vest due to the non-achievement of performance criteria, and such restricted stock units were cancelled.

4. Pursuant to the Merger Agreement, as of and immediately prior to the effective time of the merger effected thereby, the vesting conditions or restrictions applicable to 18,142 of the originally-awarded restricted stock units lapsed, and such vested restricted stock units converted into the right to receive an amount equal to $2.25 for each such vested restricted stock unit, reduced by the required amount of withholding tax, if any. 18,142 of the originally-awarded restricted stock units did not vest due to the non-achievement of performance criteria, and such restricted stock units were cancelled.

	Craig D. Storey	01/28/2013
	** 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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