SEC FORM 3

SEC Form 3

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^*

WARNOCK GREG

(Last)

(First)

(Middle)

C/O SKULLCANDY, INC.

1441 WEST UTE BOULEVARD, SUITE 250

(Street)

PARK CITY

84098

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/19/2011

3. Issuer Name and Ticker or Trading Symbol
SKULLCANDY, INC. [ SKUL ]

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

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

5. 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 Beneficially Owned
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	128,506	D
COMMON STOCK	80,290	I	Refer to Footnotes 1 and 4⁽¹⁾⁽⁴⁾
COMMON STOCK	145,558	I	Refer to Footnotes 2 and 4⁽²⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	34,790	⁽³⁾	D
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	324,982⁽¹⁾	⁽³⁾	I⁽⁴⁾	Refer to Footnote 4
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	150,458⁽¹⁾	⁽³⁾	I⁽⁴⁾	Refer to Footnote 4
Series A Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	589,316⁽²⁾	⁽³⁾	I⁽⁴⁾	Refer to Footnote 4
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	272,832⁽²⁾	⁽³⁾	I⁽⁴⁾	Refer to Footnote 4

Explanation of Responses:

1. Represents shares held by Mercato Partners QP, L.P. ("Mercato QP").

2. Represents shares held by Mercato Partners L.P. ("Mercato LP").

3. 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.

4. The Reporting Person is a director of the Issuer. The Reporting Person and Alan Hall are managing directors of Mercato LP and Mercato QP, and have voting and dispositive power of the common stock held by Mercato QP and Mercato LP (reported on Table I) and the Preferred Stock held by Mercato QP and Mercato LP (reported on Table II). Mercato Partners, LLC (Mercato LLC") is the general partner of Mercato QP and Mercato LP. Messrs. Warnock and Hall disclaim beneficial ownership of the shares held by Mercato QP and Mercato LP except to the extent of their pecuniary interests therein.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/S/ MITCH EDWARDS, ATTORNEY-IN-FACT FOR GREG WARNOCK	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).
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