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* KEARL JEFF (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) 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		76,040	D	(1)	0	D
COMMON STOCK	10/03/2016		D		13,650	D	(1)	0	I	BY MONARCH PARTNERS(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
STOCK OPTION (RIGHT TO BUY)	$0.37	10/03/2016		D			29,378	(3)(4)	08/27/2017	COMMON STOCK	29,378	(3)	0	I	BY LLC(5)
STOCK OPTION (RIGHT TO BUY)	$19.99	10/03/2016		D			28,000	(3)(6)	07/27/2021	COMMON STOCK	28,000	(3)	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 a total of 66,963 shares of the Company's common stock (of which (i) 53,313 shares of the Company's common stock were held directly by the reporting person and (ii) 13,650 shares of Common Stock held by Monarch Partners) in the merger and Offer (as defined in the Merger Agreement) in exchange for $6.35 per share in cash (the "Offer Price"), and 22,727 unvested time-based restricted stock units, which were cancelled in exchange for the Offer Price.

2. The Reporting Person is the manager of Monarch Partners and holds voting and dispositive power of the shares and options held by Monarch Partners. The Reporting Person may be deemed to indirectly beneficially own the shares and options held by Monarch Partners, but disclaims beneficial ownership of such shares and options to the extent of his pecuniary interest therein.

3. 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.

4. The shares are fully vested and exercisable.

5. The Reporting Person is the manager of Pura Vida Investment Capital ("Pura Vida") and holds voting and dispositive power of the shares and the options held by Pura Vida. The Reporting Person may be deemed to indirectly beneficially own the shares and options held by Pura Vida, but disclaims beneficial ownership of such shares and options except to extent of his pecuniary interest therein.

6. The original vesting term of the option was as follows: 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.

Remarks:

	/s/ Patrick D. Grosso, Attorney-in-Fact for Jeff Kearl	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).
** 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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