-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A2Emi0dYmhz8ybZFZ6Sc7yOaFFAOEp5CESCon28mY93quPDBbtgmSpy8UMWRYQsa WFj5l7YxUtp/kXgUR6dknw== 0000950129-05-001283.txt : 20050214 0000950129-05-001283.hdr.sgml : 20050214 20050214153544 ACCESSION NUMBER: 0000950129-05-001283 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: MICHAEL GREENBERG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SKECHERS USA INC CENTRAL INDEX KEY: 0001065837 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 954376145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58293 FILM NUMBER: 05609411 BUSINESS ADDRESS: STREET 1: 229 MANHATTAN BEACH BLVD CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 BUSINESS PHONE: 3103183100 MAIL ADDRESS: STREET 1: 228 MANHATTAN BEACH BLVD CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENBERG MICHAEL CENTRAL INDEX KEY: 0001105376 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 3103183100 MAIL ADDRESS: STREET 1: SKECHERS USA INC STREET 2: 228 MANHATTAN BEACH BLVD CITY: MANHATTAN BEACH STATE: CA ZIP: 90266 SC 13G/A 1 v05642a5sc13gza.txt MICHAEL GREENBERG FOR SKECHERS U S A INC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5)* SKECHERS U.S.A., INC. (Name of Issuer) CLASS A COMMON STOCK (Title of Class of Securities) 830566 10 5 (CUSIP Number) December 31, 2004 Date of Event which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [x] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - --------------------- ----------------- CUSIP NO. 830566 10 5 13G PAGE 2 OF 6 PAGES - --------------------- ----------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Michael Greenberg - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 1,059,641 (Class B Common Stock)(1) and 41,828 (Class A Common Stock)(2) NUMBER OF ----------------------------------------------------------------- SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ----------------------------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 1,059,641 (Class B Common Stock)(1) and 41,828 (Class A Common Stock)(2) ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,101,469 shares of Class A Common Stock includes 1,059,641 shares of Class B Common Stock that are convertible at any time upon request of the reporting person on a share for share basis into Class A Common Stock - -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [X] The aggregate amount excludes (i) 6 shares of Class A Common Stock held by Wendy Greenberg, Michael Greenberg's wife; (ii) 22,644 shares of Class A Common Stock held in custodial accounts for Mr. Greenberg's minor children and of which a third party acts as custodian; and (iii) 130,350 shares of Class B Common Stock held in trust for Mr. Greenberg's minor children and of which a third party acts as trustee. Mr. Greenberg disclaims beneficial ownership of all these shares. - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.7%(3) - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) Represents shares of Class B Common Stock held by the Michael and Wendy Greenberg Family Trust (the "Trust") that may be deemed to be beneficially owned by Michael Greenberg as a result of his position as trustee of the Trust. (2) Represents 10,120 shares of Class A Common Stock held by Mr. Greenberg and options held by Mr. Greenberg to purchase 31,708 shares of Class A Common Stock that are currently exercisable or are exercisable within 60 days. (3) Based on (i) 22,294,845 shares of Class A Common Stock outstanding as of February 3, 2005, (ii) 1,059,641 shares of Class B Common Stock beneficially owned by Mr. Greenberg as trustee of the Trust that may be converted at any time into shares of Class A Common Stock, (iii) 10,120 shares of Class A Common Stock held by Mr. Greenberg and (iv) options held by Mr. Greenberg to purchase 31,708 shares of Class A Common Stock that are currently exercisable or are exercisable within 60 days. Mr. Greenberg beneficially owns 6.2% of the Class B Common Stock, which is based on 17,011,189 shares of Class B Common Stock outstanding as of February 3, 2005. Mr. Greenberg beneficially owns 2.8% of the aggregate amount of Class A and Class B Common Stock outstanding as of February 3, 2005. Each share of Class B Common Stock is entitled to 10 votes and each share of Class A Common Stock is entitled to one vote. Based on the aggregate amount of Class A Common Stock and Class B Common Stock outstanding as of February 3, 2005, Mr. Greenberg holds 5.5% of the combined voting power of the Issuer's capital stock. - --------------------- ----------------- CUSIP NO. 830566 10 5 13G PAGE 3 OF 6 PAGES - --------------------- ----------------- ITEM 1. (A) NAME OF ISSUER Skechers U.S.A., Inc. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 228 Manhattan Beach Blvd. Manhattan Beach, CA 90266 ITEM 2. (A) NAMES OF PERSON FILING Michael Greenberg (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE c/o Skechers U.S.A., Inc. 228 Manhattan Beach Blvd. Manhattan Beach, CA 90266 (C) CITIZENSHIP Michael Greenberg United States (D) TITLE OF CLASS OF SECURITIES Class A Common Stock, $.01 par value. Shares of Class A Common Stock are represented by shares of Class B Common Stock, which are not registered under Section 12 of the Securities Exchange Act of 1934 (the "Act"), but are immediately convertible into an equal number of shares of Class A Common Stock, $.01 par value, of Skechers U.S.A., Inc. The Class A Common Stock is registered under Section 12 of the Act. (E) CUSIP NUMBER 830566 10 5 ITEM 3. (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the act (d) [ ] Investment Company registered under section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-l(b)(l)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Section 240.13d-l(b) (ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with Section 240.13d-l(b)(l)(ii)(J) - --------------------- ----------------- CUSIP NO. 830566 10 5 13G PAGE 4 OF 6 PAGES - --------------------- ----------------- ITEM 4. OWNERSHIP (A) AMOUNT BENEFICIALLY OWNED Michael Greenberg 1,101,469(1) (B) PERCENT OF CLASS Michael Greenberg 4.7%(2) (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE - Michael Greenberg 1,101,469(1) (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: Michael Greenberg 0 (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: Michael Greenberg 1,101,469(1) (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF: Michael Greenberg 0 - ---------- (1) Includes (i) 10,120 shares of Class A Common Stock held by Mr. Greenberg, (ii) options held by Mr. Greenberg to purchase 31,708 shares of Class A Common Stock that are currently exercisable or are exercisable within 60 days and (iii) 1,058,641 shares of Class B Common Stock held by the Michael and Wendy Greenberg Family Trust (the "Trust") that may be deemed to be beneficially owned by Mr. Greenberg as a result of his position as trustee of the Trust. (2) The shares of Class A Common Stock beneficially owned by Mr. Greenberg represent approximately 4.7% of such class, if the shares of Class B Common Stock beneficially owned by Mr. Greenberg were converted into shares of Class A Common Stock. Mr. Greenberg beneficially owns 2.8% of the total outstanding amount of Class A and Class B Common Stock and 5.5% of the combined voting power of the Company's capital stock. - --------------------- ----------------- CUSIP NO. 830566 10 5 13G PAGE 5 OF 6 PAGES - --------------------- ----------------- ITEM 5. OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of security, check the following [X]. ITEM 6. OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON Inapplicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITIES BEING REPORTED ON BY THE PARENT HOLDING COMPANY Inapplicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Inapplicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Inapplicable. ITEM 10. CERTIFICATION Inapplicable. - --------------------- ----------------- CUSIP NO. 830566 10 5 13G PAGE 6 OF 6 PAGES - --------------------- ----------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 2005 Signature: /s/ Michael Greenberg ----------------------------- Name: Michael Greenberg ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----