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* GOODE SKULLCANDY HOLDINGS, LLC (Last) (First) (Middle) C/O GOODE PARTNERS, LLC 767 THIRD AVENUE (Street) NEW YORK NY 10017 (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) Director X 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) Form filed by One Reporting Person X 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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Common Stock	18,985(1)	(1)	D(2)(5)
Convertible Secured Promissory Note	(3)	(3)	Common Stock	3,218,432(4)	(4)	D(2)(5)

1. Name and Address of Reporting Person* GOODE SKULLCANDY HOLDINGS, LLC (Last) (First) (Middle) C/O GOODE PARTNERS, LLC 767 THIRD AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOODE PARTNERS CONSUMER FUND I L P (Last) (First) (Middle) C/O GOODE PARTNERS, LLC 767 THIRD AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FERREIRA JOSE JR (Last) (First) (Middle) C/O GOODE PARTNERS, LLC 767 THIRD AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ODDI DAVID (Last) (First) (Middle) C/O GOODE PARTNERS, LLC 767 THIRD AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GOODE INVESTORS I LLC (Last) (First) (Middle) C/O GOODE PARTNERS, LLC 767 THIRD AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Series C Preferred Stock has no expiration date and is exercisable and convertible into the Issuer's common stock on a 1 for 1.199 basis upon the closing of the Issuer's initial public offering. The reported number of shares gives effect to such share conversion.

2. Represents shares held directly by Goode Skullcandy Holdings LLC.

3. The Convertible Secured Promissory Note (the "Note"), issued in favor of Goode Skullcandy Holdings LLC, has a maturity date of 11/28/2013. The Note will convert into the Issuer's common stock at the closing of the Issuer's initial public offering pursuant to the provisions of the Note.

4. The number of shares subject to conversion of the Note is based upon a conversion price of $7.72 per share, subject to adjustment as provided pursuant to the provisions of the Note.

5. Goode Investors I LLC ("GP I"), is the general partner of Goode Partners Consumer Fund I, L.P. ("GPCF I"). GPCF I is the managing member of Goode Skullcandy Holdings LLC ("Holdings LLC"), which directly holds the securities reported herein. Jose Ferreira, Jr. and David Oddi are managing directors and members of GP I. Messrs. Ferreira and Oddi and GP I and GPCF I (collectively, the "Goode Entities") may be deemed to indirectly beneficially own the shares held by Holdings LLC because of their affiliation with the Goode Entities but disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.

	Jose Ferreira, Jr., Authorized Signatory on behalf of Goode Skullcandy Holdings, LLC	07/19/2011
	Jose Ferreira, Jr., Authorized Signatory on behalf of Goode Partners Consumer Fund I, L.P.	07/19/2011
	Jose Ferreira, Jr., an individual	07/19/2011
	David Oddi, an individual	07/19/2011
	Jose Ferreira, Jr., Authorized Signatory on behalf of Goode Investors I LLC	07/19/2011
	** Signature of Reporting Person	Date
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