UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(AMENDMENT NO. 8)*
SKECHERS U.S.A., INC.
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
830566 10 5
(CUSIP Number)
December 31, 2008
(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).
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CUSIP NO. 830566 10 5 13G PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Robert Greenberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [ ]
Inapplicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
29,638(1)
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 10,012,436(2)
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
10,012,436(2)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,638 restricted shares of Class A Common Stock held by the reporting
person are currently votable and 10,012,436 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
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.0%(3)
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Represents 29,638 restricted shares of Class A Common Stock awarded to
Mr. Greenberg under the issuer's 2007 Incentive Award Plan, of which 50%
will vest on March 1, 2009 and the remaining 50% will vest on
March 1, 2010.
(2) Represents 10,012,436 shares of Class B Common Stock held by the
Greenberg Family Trust that may be deemed to be beneficially owned by Mr.
and Mrs. Greenberg as a result of their positions as co-trustees of the
Greenberg Family Trust.
(3) Based on 33,442,047 shares of Class A Common Stock outstanding as of
February 6, 2009, 29,638 restricted shares of Class A Common Stock held by
Robert Greenberg and 10,012,436 shares of Class B Common Stock beneficially
owned by Mr. Greenberg that may be converted at any time into shares of
Class A Common Stock. Mr. Greenberg beneficially owns 78.3% of the Class B
Common Stock, which is based on 12,782,385 shares of Class B Common Stock
outstanding as of February 6, 2009. Mr. Greenberg beneficially owns 21.6%
of the aggregate amount of Class A and Class B Common Stock outstanding as
of February 6, 2009. 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 and Class B Common Stock outstanding as
of February 6, 2009, Mr. Greenberg beneficially owns 62.0% of the combined
voting power of the Issuer's capital stock.
2
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CUSIP NO. 830566 10 5 13G PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
M. Susan Greenberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [ ]
Inapplicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 10,012,436(1)
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
10,012,436(1)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,012,436 shares of Class B Common Stock are convertible at any time upon
request of the reporting person on a share for share basis into Class A
Common Stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.9%(2)
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12 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) Represents 10,012,436 shares of Class B Common Stock held by the
Greenberg Family Trust that may be deemed to be beneficially owned by Mr.
and Mrs. Greenberg as a result of their positions as co-trustees of the
Greenberg Family Trust.
(2) Based on 33,412,409 shares of Class A Common Stock outstanding as of
February 6, 2009 and 10,012,436 shares of Class B Common Stock
beneficially owned by M. Susan Greenberg that may be converted at any time
into shares of Class A Common Stock. Mrs. Greenberg beneficially owns 78.3%
of the Class B Common Stock, which is based on 12,782,385 shares of Class B
Common Stock outstanding as of February 6, 2009. Mrs. Greenberg
beneficially owns 21.6% of the aggregate amount of Class A and Class B
Common Stock outstanding as of February 6, 2009. 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 and Class
B Common Stock outstanding as of February 6, 2009, Mrs. Greenberg
beneficially owns 62.0% of the combined voting power of the Issuer's
capital stock.
3
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CUSIP NO. 830566 10 5 13G PAGE 4 OF 10 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
The Greenberg Family Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ]
(b) [ ]
Inapplicable
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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5 SOLE VOTING POWER
10,012,436
-----------------------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,012,436
WITH -----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,012,436 shares of Class B Common Stock are convertible at any time upon
request of the reporting person on a share for share basis into Class A
Common Stock
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
Inapplicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.9%(1)
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12 TYPE OF REPORTING PERSON (See Instructions)
OO
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(1) Based on 33,412,409 shares of Class A Common Stock outstanding as of
February 6, 2009 and 10,012,436 shares of Class B Common Stock held by the
Greenberg Family Trust that may be converted at any time into shares of
Class A Common Stock. The Greenberg Family Trust holds 78.3% of the Class B
Common Stock which is based on 12,782,385 shares of Class B Common Stock
outstanding as of February 6, 2009. The Greenberg Family Trust holds 21.6%
of the aggregate amount of Class A and Class B Common Stock outstanding as
of February 6, 2009. 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 and Class B Common Stock outstanding as
of February 6, 2009, the Greenberg Family Trust holds 62.0% of the
combined voting power of the Company's capital stock.
4
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CUSIP NO. 830566 10 5 13G PAGE 5 OF 10 PAGES
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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
Robert Greenberg
M. Susan Greenberg
The Greenberg Family Trust
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
c/o Skechers U.S.A., Inc.
228 Manhattan Beach Blvd.
Manhattan Beach, California 90266.
(c) CITIZENSHIP
Robert Greenberg United States
M. Susan Greenberg United States
The Greenberg Family Trust California
(d) TITLE OF CLASS OF SECURITIES
Class A Common Stock, $.001 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, $.001 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. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(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)
5
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CUSIP NO. 830566 10 5 13G PAGE 6 OF 10 PAGES
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ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED
Robert Greenberg 10,042,074(1)(2)
M. Susan Greenberg 10,012,436(2)
The Greenberg Family Trust 10,012,436
(b) PERCENT OF CLASS
Robert Greenberg 23.0%(3)
M. Susan Greenberg 22.9%(3)
The Greenberg Family Trust 22.9%(3)
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
Robert Greenberg 29,638(1)
M. Susan Greenberg 0
The Greenberg Family Trust 10,012,436
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
Robert Greenberg 10,012,436(2)
M. Susan Greenberg 10,012,436(2)
The Greenberg Family Trust 0
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
Robert Greenberg 0
M. Susan Greenberg 0
The Greenberg Family Trust 10,012,436
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
Robert Greenberg 10,012,436(2)
M. Susan Greenberg 10,012,436(2)
The Greenberg Family Trust 0
----------
(1) Represents 29,638 restricted shares of Class A Common Stock awarded to
Mr. Greenberg under the issuer's 2007 Incentive Award Plan, of which 50%
will vest on March 1, 2009 and the remaining 50% will vest on
March 1, 2010.
(2) Represents 10,012,436 shares of Class B Common Stock held by the Greenberg
Family Trust that may be deemed to be beneficially owned by Mr. and Mrs.
Greenberg as a result of their positions as co-trustees of the Greenberg
Family Trust.
(3) The shares of Class A Common Stock beneficially owned by Mr. Greenberg
represents 23.0% of such class and the shares of Class A Common Stock owned
by Mrs. Greenberg and the Greenberg Family Trust represent approximately
22.9% of such class, if the shares of Class B Common Stock beneficially
owned by each of Mr. and Mrs. Greenberg and the Greenberg Family Trust were
converted into shares of Class A Common Stock. Each of Mr. and Mrs.
Greenberg and the Greenberg Family Trust beneficially owns 21.6% of the
total outstanding amount of Class A and Class B Common Stock and 62.0% of
the combined voting power of the Company's capital stock.
6
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CUSIP NO. 830566 10 5 13G PAGE 7 OF 10 PAGES
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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 [ ].
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.
7
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CUSIP NO. 830566 10 5 13G PAGE 8 OF 10 PAGES
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: February 17, 2009
Signature: /s/ Robert Greenberg
-----------------------------
Name: Robert Greenberg
Signature: /s/ M. Susan Greenberg
-----------------------------
Name: M. Susan Greenberg
THE GREENBERG FAMILY TRUST
Signature: /s/ Robert Greenberg
-----------------------------
Name: Robert Greenberg, as Co-Trustee
Signature: /s/ M. Susan Greenberg
-----------------------------
Name: M. Susan Greenberg, as Co-Trustee
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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CUSIP NO. 830566 10 5 13G PAGE 9 OF 10 PAGES
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii) concerning Joint
Schedule 13G Filing
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CUSIP NO. 830566 10 5 13G PAGE 10 OF 10 PAGES
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EXHIBIT 99.1
AGREEMENT PURSUANT TO RULE 13D-1(K)(1)(III)
CONCERNING JOINT SCHEDULE 13G FILING
The undersigned each agree, in connection with their beneficial ownership
of capital stock of Skechers U.S.A., Inc. (i) that a Schedule 13G shall be filed
jointly by them pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), together with any amendments to the
Schedule 13G that from time to time may be required; and (ii) that the Schedule
13G and any such amendments are filed on behalf of each of them. The undersigned
acknowledge their respective responsibilities as set forth in Rule 13d-1(k)(1)
promulgated under the Exchange Act.
This Agreement may be executed in counterparts.
Date: February 17, 2009
Signature: /s/ Robert Greenberg
-----------------------------
Name: Robert Greenberg
Signature: /s/ M. Susan Greenberg
-----------------------------
Name: M. Susan Greenberg
THE GREENBERG FAMILY TRUST
Signature: /s/ Robert Greenberg
-----------------------------
Name: Robert Greenberg, as Co-Trustee
Signature: /s/ M. Susan Greenberg
-----------------------------
Name: M. Susan Greenberg, as Co-Trustee