SEC FORM 4

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

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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^*

ANDRUS JEREMY

(Last)

(First)

(Middle)

C/O SKULLCANDY, INC.

1441 WEST UTE BOULEVARD, SUITE 250

(Street)

PARK CITY

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	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT AND CEO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2011		S		40,335	D	$18.6⁽⁴⁾	209,313	D
Common Stock	07/25/2011		C		994,868⁽¹⁾	A	$0	1,762,572	I	By LLC⁽²⁾
Common Stock	07/25/2011		C		137,662⁽¹⁾	A	$0	1,900,234	I	By LLC⁽²⁾
Common Stock	07/25/2011		S		190,023	D	$18.6⁽⁴⁾	1,710,211	I	By LLC⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/25/2011		C			994,868	⁽¹⁾	⁽¹⁾	Common Stock	994,868	$0	0	I	By LLC⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/25/2011		C			137,662	⁽¹⁾	⁽¹⁾	Common Stock	137,662	$0	0	I	By LLC⁽²⁾
Stock Option (Right to Buy)	$20	07/25/2011		A		140,000		⁽³⁾	07/25/2021	Common Stock	140,000	$0	140,000	D

Explanation of Responses:

1. The Series A Preferred Stock and Series B Preferred Stock (collectively, the "Preferred Stock") converted into the Issuer's common stock on a one-for-one basis upon the closing of the Issuer's initial public offering.

2. 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.

3. The option was granted on 7/25/2011. The options vest in four equal annual installments commencing on the first anniversary of the date of grant.

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

	/S/ MITCH EDWARDS, ATTORNEY-IN-FACT FOR JEREMY ANDRUS	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).
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