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* WARNOCK GREG (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 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/07/2012
	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	08/07/2012		S		7,877	D	$15.5461(1)	149,169(2)	D
COMMON STOCK	08/07/2012		J(3)		8,863	D	$0	221,859	I	by Mercato Partners, LLC
COMMON STOCK	08/07/2012		S		221,859	D	$15.5913(4)	0	I	By Mercato Partners, LLC

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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.20 to $15.69, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

2. Reflects the amount of securities directly owned by the Reporting Person following the reported transaction and pro rata distribution (as noted in footnote 3) of 878,534 shares of the Issuer's common stock from Mercato Partners QP, L.P. ("Mercato QP") and Mercato Partners L.P. ("Mercato LP" and together with Mercato QP, the "Mercato Entities") to the Reporting Person in his capacity as a limited partner of the Mercato Entities.

3. The Reporting Person is a managing director of the General Partner of the Mercato Entities and has voting and dispositive power over the shares of Issuer common stock held by the Mercato Entities. Mercato Partners, LLC (the "General Partner") is the general partner of the Mercato Entities and is owned 50% each by the Reporting Person and one other person. On August 7, 2012, the General Partner directed the distribution of the 1,109,256 shares of Issuer common stock held by the Mercato Entities, 878,534 of which were distributed to the limited partners of the Mercato Entities and 230,722 of which were distributed to the General Partner (as a return on capital and carried interest). Of these 230,772 shares, 221,859 shares were sold by the General Partner with 50% of the proceeds distributed to the Reporting Person, and the remaining 8,863 shares were distributed by the General Partner to certain individuals other than the Reporting Person as compensation for their past services.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.20 to $15.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

	/S/ DAVID GEORGE, ATTORNEY-IN-FACT FOR GREG WARNOCK	08/09/2012
	** 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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