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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KEARL JEFF (Last) (First) (Middle) C/O SKULLCANDY, INC. 1441 WEST UTE BOULEVARD, SUITE 250 (Street) PARK CITY UT 84098 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SKULLCANDY, INC. [ SKUL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/25/2011
	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)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	07/25/2011		M		39,620	A	$0.37	39,620	D
COMMON STOCK	07/25/2011		S		39,620	D	$18.6(4)	0	D
COMMON STOCK	07/25/2011		S		27,560	D	$18.6(4)	790	I	By Pura Vida(1)
COMMON STOCK								13,650	I	By Monarch Partners(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
STOCK OPTION (RIGHT TO BUY)	$0.37	07/25/2011		M			39,260	(3)	08/27/2017	COMMON STOCK	39,620	$0.37	45,318	D
STOCK OPTION (RIGHT TO BUY)	$19.99	07/27/2011		A		28,000		(5)	07/27/2021	COMMON STOCK	28,000	$0.0	28,000	D

Explanation of Responses:

1. The Reporting Person is the manager of Pura Vida Investment Capital ("Pura Vida") and holds voting and dispositive power of the shares and the options held by Pura Vida. The Reporting Person may be deemed to indirectly beneficially own the shares and options held by Pura Vida, but disclaims beneficial ownership of such shares and options except to extent of his pecuniary interest therein.

2. The Reporting Person is the manager of Monarch Partners and holds voting and dispositive power of the shares and the options held by Monarch Partners. The Reporting Person may be deemed to indirectly beneficially own the shares and options held by Monarch Partners, but disclaims beneficial ownership of such shares and options except to extent of his pecuniary interest therein.

3. The shares are fully vested and exercisable.

4. Represents the public offering price of $20.00 per common share less the underwriter's discount of $1.40 per common share.

5. The option vests (i) with respect to 33% of the shares underlying the option, on July 27, 2012; and (ii) with respect to the remaining 67% of the shares underlying the option, in twenty-four substantially equal installments on each monthly anniversary thereafter.

Remarks:

The Reporting Person separately reports under Section 16 forms filed by Ptarmigan, LLC ("Ptarmigan") and The Alden Irrevocable Trust (the "Alden Trust"), beneficial ownership of ten percent or greater of the shares of the Issuer by those entities. The sole member of Ptarmigan is The Alden Trust. The Reporting Person serves as manager of Ptarmigan and, as such, holds voting and dispositive power of the shares held by Ptarmigan and thus may be deemed to be the owner of the shares held by Ptarmigan. The Reporting Person has no pecuniary interest in the shares held by Ptarmigan or in the Alden Trust, and thus no shares held by Ptarmigan or in the Alden Trust are reflected as owned by the Reporting Person.

	/s/ MITCH EDWARDS, ATTORNEY-IN-FACT FOR JEFF KEARL	07/27/2011
	** 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 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).
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.