SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GREENBERG JEFFREY

(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
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	12/10/2010		G5	62,740	D	$0.00	226,257	D
Class A Common Stock	12/10/2010		G5	62,740	A	$0.00	62,740⁽¹⁾	I	Jeffrey Greenberg 2010 GRAT
Class A Common Stock							7,964	I	Chloe July Greenberg 2004 Trust
Class A Common Stock							7,964	I	Catherine Elle Greenberg 2006 Trust

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)	4. Transaction Code (Instr. 8)	(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⁽²⁾	⁽³⁾	12/10/2010		G5		287,260	⁽³⁾	⁽³⁾	Class A Common Stock	287,260	⁽³⁾	29,329	I	Jeffrey and Lori Greenberg Family Trust
Class B Common Stock⁽²⁾	⁽³⁾	12/10/2010		G5	287,260		⁽³⁾	⁽³⁾	Class A Common Stock	287,260	⁽³⁾	287,260⁽¹⁾	I	Jeffrey Greenberg 2010 GRAT
Class B Common Stock⁽²⁾	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	930		930	I	Chloe July Greenberg 2009 Trust
Class B Common Stock⁽²⁾	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	930		930	I	Catherine Elle Greenberg 2009 Trust
Class B Common Stock⁽²⁾	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	10,792		10,792	I	Chloe July Greenberg UTMA/CA
Class B Common Stock⁽²⁾	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	7,492		7,492	I	Catherine Elle Greenberg UTMA/CA
Class B Common Stock⁽²⁾	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	36,476		36,476	I	Chloe July Greenberg 2004 Trust
Class B Common Stock⁽²⁾	⁽³⁾						⁽³⁾	⁽³⁾	Class A Common Stock	30,000		30,000	I	Catherine Elle Greenberg 2006 Trust

Explanation of Responses:

1. These shares are held in a grantor retained annuity trust ("GRAT") for the benefit of the reporting person's children. The reporting person's spouse is trustee of the GRAT. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

2. 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 stockholders.

3. 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.

Remarks:

	Jeffrey Greenberg	04/15/2011
	** 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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