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)
02/12/2007

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)

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	⁽¹⁾	02/12/2007		G⁽²⁾	V		2,106	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,106	⁽¹⁾	848,691	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	13,450		13,450	I	By Chase Greenberg 2003 Irrevocable Trust
Class B Common Stocl	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	13,450		13,450	I	By Harrison Greenberg 2003 Irrevocable Trust
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	13,450		13,450	I	By MacKenna Greenberg 2003 Irrevocable Trust
Class B Common Stock	⁽¹⁾	02/12/2007		G⁽²⁾	V	702		⁽¹⁾	⁽¹⁾	Class A Common Stock	702	⁽¹⁾	3,650	I	By Chase Greenberg 2004 Irrevocable Trust
Class B Common Stock	⁽¹⁾	02/12/2007		G⁽²⁾	V	702		⁽¹⁾	⁽¹⁾	Class A Common Stock	702	⁽¹⁾	3,650	I	By Harrison Greenberg 2004 Irrevocable Trust
Class B Common Stock	⁽¹⁾	02/12/2007		G⁽²⁾	V	702		⁽¹⁾	⁽¹⁾	Class A Common Stock	702	⁽¹⁾	3,650	I	By MacKenna Greenberg 2004 Irrevocable Trust

Explanation of Responses:

1. 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 upon any sale or transfer of such shares with certain exceptions.

2. The Michael & Wendy Greenberg Family Trust gifted an aggregate of 2,106 shares of Class B Common Stock on February 12, 2007. 1,053 shares were gifted to Michael Greenberg's wife, Wendy Greenberg, and the remaining 1,053 shares were gifted to three trusts (351 shares per trust), one each for the benefit of Michael Greenberg's three minor children, and a third party is the trustee of each trust. Wendy Greenberg subsequently gifted the entire gift of 1,053 shares that she had received to the aforementioned trusts, with each of the three trusts receiving an additional 351 shares.

Remarks:

	Michael Greenberg	02/26/2007
	** 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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