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^*

GREENBERG MICHAEL

(Last)

(First)

(Middle)

228 MANHATTAN BEACH BLVD.

(Street)

MANHATTAN BEACH

90266

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SKECHERS USA INC [ SKX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2006

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)
Class A Common Stock								2,764⁽¹⁾	I	By Chase Greenberg Custodial Account
Class A Common Stock								2,764⁽¹⁾	I	By Harrison Greenberg Custodial Account
Class A Common Stock								2,764⁽¹⁾	I	By MacKenna Greenberg Custodial Account
Class A Common Stock								3,076⁽¹⁾	I	By Custodial Account for Chase Greenberg
Class A Common Stock								3,076⁽¹⁾	I	By Custodial Account for Harrison Greenberg
Class A Common Stock								3,076⁽¹⁾	I	By Custodial Account for MacKenna Greenberg
Class A Common Stock								1,708⁽¹⁾	I	By Cust. Acct. for Chase Greenberg, IRA
Class A Common Stock								1,708⁽¹⁾	I	By Cust. Acct. for Harrison Greenberg, IRA
Class A Common Stock								1,708⁽¹⁾	I	By Cust. Acct. for MacKenna Greenberg, IRA
Class A Common Stock								6⁽¹⁾	I	By Spouse
Class A Common Stock	11/15/2006		C⁽²⁾		36,700	A	⁽²⁾	50,843.63	D
Class A Common Stock	11/15/2006		S		36,700	D	$29.109	14,143.63	D
Class A Common Stock	11/16/2006		C⁽²⁾		38,300	A	⁽²⁾	52,443.63	D
Class A Common Stock	11/16/2006		S		38,300	D	$29.19	14,143.63	D

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)
Class B Common Stock⁽³⁾	⁽⁴⁾	11/15/2006		C			36,700	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	36,700	⁽⁴⁾	1,014,097	D
Class B Common Stocl⁽³⁾	⁽⁴⁾	11/16/2006		C			38,300	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	38,300	⁽⁴⁾	975,797	D
Class B Common Stock⁽³⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	13,450		13,450⁽¹⁾	I	By Chase Greenberg 2003 Irrevocable Trust
Class B Common Stock⁽³⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	13,450		13,450⁽¹⁾	I	By Harrison Greenberg 2003 Irrevocable Trust
Class B Common Stock⁽³⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	13,450		13,450⁽¹⁾	I	By MacKenna Greenberg 2003 Irrevocable Trust
Class B Common Stock⁽³⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,948		2,948⁽¹⁾	I	By Chase Greenberg 2004 Irrevocable Trust
Class B Common Stock⁽³⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,948		2,948⁽¹⁾	I	By Harrison Greenberg 2004 Irrevocable Trust
Class B Common Stock⁽³⁾	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,948		2,948⁽¹⁾	I	By MacKenna Greenberg 2004 Irrevocable Trust

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

2. Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock for no additional consideration.

3. Holders of Class A Common Stock and Class B Common Stock generally have identical rights, except that holders of Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to ten votes per share on matters to be voted on by shareholders.

4. Shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis for no additional consideration at any time, with no expiration date, upon voluntary conversion by the holder of such shares or immediately prior to any sale or transfer of such shares with certain exceptions.

Remarks:

	Michael Greenberg	11/17/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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