FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/19/2011 |
3. Issuer Name and Ticker or Trading Symbol
SKULLCANDY, INC. [ SKUL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
COMMON STOCK | 249,648 | D | |
COMMON STOCK | 767,704(1) | I | BY JA CROPSTON, LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
STOCK OPTION (RIGHT TO BUY) | (2) | 04/03/2019 | COMMON STOCK | 238,000 | $7.42 | D | |
STOCK OPTION (RIGHT TO BUY) | (3) | 03/28/2021 | COMMON STOCK | 56,000 | $16.43 | D | |
SERIES A PREFERRED STOCK | (4) | (4) | COMMON STOCK | 994,868 | (4) | I(1) | BY JA CROPSTON, LLC |
SERIES B PREFERRED STOCK | (4) | (4) | COMMON STOCK | 137,662 | (4) | I(1) | BY JA CROPSTON, LLC |
Explanation of Responses: |
1. Represents shares (the "Cropston Shares") owned directly by JA Cropston, LLC ("Cropston LLC") and indirectly by the Reporting Person. The Reporting Person and his father, Brent Andrus, are the managers of Cropston, LLC and hold shared voting and dispositive power over the Cropston Shares. The Reporting Person disclaims beneficial ownership of the Cropston Shares except to the extent of his pecuniary interest therein. |
2. The option was granted on 4/3/2009. The vesting commencement date ("VCD") of the option is 1/1/2009. The options vest as to 25% of the shares on the first anniversary of the VCD and as to the remaining shares monthly in equal installments over the next 36 months. |
3. The option was granted on 3/31/2011. The vesting commencement date ("VCD") of the option is 3/31/2011. The options vest as to 25% of the shares on the first anniversary of the VCD and as to the remaining shares monthly in equal installments over the next 36 months. |
4. The Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") has no expiration date and is convertible into the Issuer's common stock on a one-for-one basis upon the closing of the Issuer's initial public offering. |
Remarks: |
Exhibit List: Exhibit 24 - Power of Attorney |
/S/ MITCH EDWARDS, ATTORNEY-IN-FACT FOR JEREMY ANDRUS | 07/19/2011 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |