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
X	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* Hodell Jason (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) Director 10% Owner X Officer (give title below) Other (specify below) CFO & COO
	3. Date of Earliest Transaction (Month/Day/Year) 10/03/2016
	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	10/03/2016		D		174,235	D	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
STOCK OPTION (RIGHT TO BUY)	$6.29	10/03/2016		D			139,705	(2)(3)	11/04/2023	COMMON STOCK	139,705	(2)	0	D
STOCK OPTION (RIGHT TO BUY)	$9.11	10/03/2016		D			62,111	(2)(4)	03/12/2024	COMMON STOCK	62,111	(2)	0	D
STOCK OPTION (RIGHT TO BUY)	$10.58	10/03/2016		D			58,479	(2)(5)	03/17/2025	COMMON STOCK	58,479	(2)	0	D
STOCK OPTION (RIGHT TO BUY)	$4.12	10/03/2016		D			139,534	(2)(6)	03/07/2026	COMMON STOCK	139,534	(2)	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 23, 2016, by and among Skullcandy, Inc., a Delaware corporation (the "Company"), MRSK Hold Co., a Delaware corporation ("Parent"), and MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent, the reporting person disposed of 22,717 shares of the Company's common stock in the merger and Offer (as defined in the Merger Agreement) in exchange for $6.35 per share in cash (the "Offer Price"), and 127,247 unvested time-based restricted stock units and 24,271 unvested performance-based restricted stock units (with respect to restricted stock units awarded that vest in whole or in part on basis of achievement of performance goals, the number of restricted stock units that would vest at 100% of targeted performance is reflected), each of which was cancelled in exchange for the Offer Price.

2. Pursuant to the terms of the Merger Agreement, each stock option of the Company, whether vested or unvested, was cancelled in exchange for a cash payment with respect thereto equal to the product of (A) the excess, if any, of (1) the Offer Price over (2) the exercise price per share of such option, and (B) the number of shares of common stock underlying such option.

3. The original vesting term of the option was as follows: the option vests in five annual installments (10% the first year, 15% the second year, 20% the third year, 25% the fourth year and 30% the fifth and final year), with the first installment vesting on October 28, 2014.

4. The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 12, 2015.

5. The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 17, 2016.

6. The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 7, 2017.

Remarks:

	/s/ Patrick D. Grosso, Attorney-in-Fact for Jason Hodell	10/03/2016
	** 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).
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