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^*

WARNOCK GREG

(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
	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)
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		C		34,790	A	$0⁽³⁾	163,296	D
COMMON STOCK	07/25/2011		S		20,446	D	$18.6⁽⁶⁾	142,850	D
COMMON STOCK	07/25/2011		C		324,982	A	$0⁽³⁾	405,272	I	By Mercato QP⁽¹⁾⁽⁴⁾
COMMON STOCK	07/25/2011		C		150,458	A	$0⁽³⁾	555,730	I	By Mercato QP⁽¹⁾⁽⁴⁾
COMMON STOCK	07/25/2011		S		161,435	D	$18.6⁽⁶⁾	394,295	I	By Mercato QP⁽¹⁾⁽⁴⁾
COMMON STOCK	07/25/2011		C		589,316	A	$0⁽³⁾	734,874	I	By Mercato LP⁽²⁾⁽⁴⁾
COMMON STOCK	07/25/2011		C		272,832	A	$0⁽³⁾	1,007,706	I	By Mercato LP⁽²⁾⁽⁴⁾
COMMON STOCK	07/25/2011		S		292,745	D	$18.6⁽⁶⁾	714,961	I	By Mercato LP⁽²⁾⁽⁴⁾

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	⁽³⁾	07/25/2011		C			34,790	⁽³⁾	⁽³⁾	Common Stock	34,790	$0	0	D
Stock Option (Right to Buy)	$19.99	07/27/2011		A		28,000		⁽⁵⁾	07/27/2021	Common Stock	28,000	$0	28,000	D
Series A Preferred Stock	⁽³⁾	07/25/2011		C			324,982	⁽³⁾	⁽³⁾	Common Stock	324,982	$0	0	I	By Mercato QP⁽¹⁾⁽⁴⁾
Series B Preferred Stock	⁽³⁾	07/25/2011		C			150,458	⁽³⁾	⁽³⁾	Common Stock	150,458	$0	0	I	By Mercato QP⁽¹⁾⁽⁴⁾
Series A Preferred Stock	⁽³⁾	07/25/2011		C			589,316	⁽³⁾	⁽³⁾	Common Stock	589,316	$0	0	I	By Mercato LP⁽²⁾⁽⁴⁾
Series B Preferred Stock	⁽³⁾	07/25/2011		C			272,832	⁽³⁾	⁽³⁾	Common Stock	272,832	$0	0	I	By Mercato LP⁽²⁾⁽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") converted into the Issuers common stock on a one for one basis upon the closing of the Issuer's initial public offering and had no expiration date.

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.

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.

6. 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 GREG WARNOCK	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).
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