UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13-d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO §240.13-d-2(a)
(Amendment No. 2)*
Skechers U.S.A., Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
830566 10 5
Ted Weitzman
Associate General Counsel
Skechers U.S.A., Inc.
228 Manhattan Beach Blvd.
Manhattan Beach, California 90266
(310) 318-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 18, 2010
(Date of Event which Requires Filing of this Statement)If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
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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 disclosures provided in a prior cover page. |
The information required on 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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This Amendment No. 2 (this “Amendment”) amends the Statement on Schedule 13D that was
filed with the Securities and Exchange Commission on September 21, 2009 (the “Schedule 13D”) by the
Robert Y. Greenberg 2009 Annuity GRAT (the “RYG 2009 GRAT”), the M. Susan Greenberg Annuity Trust (the
“MSG 2009 GRAT”), and Gil Schwartzberg, who is sole trustee of the RYG 2009 GRAT and the MSG 2009 GRAT.
Unless indicated otherwise, all items left blank remain unchanged and any items that are
reported are deemed to amend and supplement the existing items in the Schedule 13D. Capitalized
terms used in this Amendment and not defined herein have the respective meanings ascribed to such
terms in the Schedule 13D.
Item 1. Security and Issuer
Item 2. Identity and Background
This Amendment to the Schedule 13D is being filed by Gil Schwartzberg (the “Reporting
Person”), as sole trustee of each of the RYG 2009
GRAT, the MSG 2009 GRAT, the Robert Y. Greenberg
2010 Annuity Trust (the “RYG 2010 GRAT”) and the M. Susan Greenberg 2010 Annuity Trust (the “MSG
2010 GRAT”).
The Reporting Person is an American citizen and his present principal occupation is attorney.
The Reporting Person’s principal business address is 269 S. Beverly Drive, #1315, Beverly Hills, California 90212.
During the last five years, the Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five years, the Reporting
Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As
of November 18, 2010, 1,500,000 shares of Class B Common Stock, par value $0.001 per share
(“Class B Common Stock”), of the Issuer that were held by the Greenberg Family Trust, of which
Robert Greenberg and M. Susan Greenberg are co-trustees (the “Greenberg Family Trust”), were gifted
to the RYG 2010 GRAT, and 1,500,000 shares of Class B Common Stock of the Issuer that were held by
the Greenberg Family Trust were gifted to the MSG 2010 GRAT (collectively, the “2010
Distributions”).
Item 4. Purpose of Transaction
The 2010 Distributions were made from the Greenberg Family Trust to the RYG 2010 GRAT and the
MSG 2010 GRAT for estate planning purposes pursuant to the instruction of Robert Greenberg and M.
Susan Greenberg, as co-trustees of the Greenberg Family Trust. No consideration was paid by the
Reporting Person for the 2010 Distributions.
Except as set forth in this Statement, the Reporting Person currently does not have any plans
or proposals of the type set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
However, the Reporting Person reserves the right to change his plan at any time, as he deems
appropriate, and accordingly the Reporting Person may acquire additional shares of Class B Common
Stock in private transactions or additional shares of Class A Common Stock in open market
transactions, in each case for investment purposes, and may dispose of shares of Class B Common
Stock in private or open market transactions or shares of Class A Common Stock (or Class B Common
Stock, after conversion into Class A Common Stock) in private or open market transactions or
otherwise. Any decision by the Reporting Person either to purchase additional shares of Class A
Common Stock or Class B Common Stock or to dispose of any such shares will take into account
various factors, including general economic and stock market considerations.
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Item 5. Interest in Securities of the Issuer
(a) The
responses of the Reporting Person to Rows (11) through (13) of the cover page of this
Amendment to the Schedule 13D are incorporated herein by
reference. As of November 18, 2010, the
Reporting Person beneficially owned 6,100,766 shares of Class A Common Stock as follows: (i)
1,550,383 shares of Class A Common Stock via his indirect holding of the same number of shares of
Class B Common Stock as sole trustee of the RYG 2009 GRAT, (ii) 1,550,383 shares of Class A Common
Stock via his indirect holding of the same number of shares of Class B Common Stock as sole trustee
of the MSG 2009 GRAT, (iii) 1,500,000 shares of Class A Common Stock via his indirect holding of
the same number of shares of Class B Common Stock as sole trustee of the RYG 2010 GRAT, and (iv) 1,500,000 shares of Class A Common Stock via his indirect holding of
the same number of shares of Class B Common Stock as sole trustee of the MSG 2010 GRAT.
The
Reporting Person beneficially owns 13.8% of the Class A Common Stock, which is based on
38,217,980 shares of Class A Common Stock outstanding as of
November 22, 2010 and 6,100,766
shares of Class B Common Stock beneficially owned by the Reporting Person that may be converted at
any time into shares of Class A Common Stock. The Reporting
Person beneficially owns 53.9% of the
Class B Common Stock which is based on 11,310,610 shares of Class B Common Stock outstanding as of
November 22, 2010. The Reporting Person beneficially owns 12.3% of the aggregate amount of Class A
and Class B Common Stock outstanding as November 22, 2010. 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 November 22, 2010, the
Reporting Person beneficially owns 40.3% of the combined voting power of the Issuer’s capital
stock. The Reporting Person disclaims beneficial ownership of the 6,100,766 shares of Class B
Common Stock except to the extent of his pecuniary interest therein, and this schedule shall not be
deemed an admission that the Reporting Person is the beneficial owner of the securities for
purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other
purpose.
(b) The responses of the Reporting Person to Rows (7) through (10) of the cover pages of the
Amendment to this Schedule 13D and Item 5(a) hereof are incorporated herein by reference. The
Reporting Person, as sole trustee of the RYG 2009 GRAT, the MSG 2009 GRAT, the RYG 2010 Trust and
the MSG 2010 Trust has sole voting and dispositive power with respect to the 1,550,383 shares of
Class B Common Stock held by the RYG 2009 GRAT, the 1,550,383 shares of Class B Common Stock held
by the MSG 2009 GRAT, the 1,500,000 shares of Class B Common Stock held by the RYG 2010 GRAT and
the 1,500,000 shares of Class B Common Stock held by the MSG 2010 GRAT.
(c) The Reporting Person has not had any other transactions in the Class A Common Stock that
were effected during the past sixty days.
(d) The Reporting Person, as the sole trustee of the RYG 2009 GRAT, has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of, the
1,550,383 shares of Class B Common Stock held by the RYG 2009 GRAT. Certain other beneficiaries of
the RYG 2009 GRAT, are entitled to certain distributions of the RYG 2009 GRAT’s property, which may
include the Class B Common Stock owned by the RYG 2009 GRAT or dividends therefrom or the proceeds
of the sale thereof.
The Reporting Person, as the sole trustee of the MSG 2009 GRAT, has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,550,383
shares of Class B Common Stock held by the MSG 2009 GRAT. Certain other beneficiaries of the MSG
2009 GRAT, are entitled to certain distributions of the MSG 2009 GRAT’s property, which may include
the Class B Common Stock owned by the MSG 2009 GRAT or dividends therefrom or the proceeds of the
sale thereof.
The Reporting Person, as the sole trustee of the RYG 2010 GRAT, has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,500,000
shares of Class B Common Stock held by the RYG 2010 GRAT. Certain other beneficiaries of the RYG
2010 GRAT, are entitled to certain distributions of the RYG 2010 GRAT’s property, which may include
the Class B Common Stock owned by the RYG 2010 GRAT or dividends therefrom or the proceeds of the
sale thereof.
The Reporting Person, as the sole trustee of the MSG 2010 GRAT, has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,500,000
shares of Class B Common Stock held by the MSG 2010 GRAT. Certain other beneficiaries of the MSG
2010 GRAT, are entitled to certain distributions of the MSG 2010 GRAT’s property, which may include the Class B Common Stock owned by the MSG 2010
GRAT or dividends therefrom or the proceeds of the sale thereof.
(e) As reported in the responses to Rows (11) through (13) of the cover pages of
Amendment No. 1 to the Schedule 13D and in Item 5(a) of Amendment
No. 1 to the Schedule 13D, each of the RYG 2009 Trust and the MSG 2009 Trust ceased to be a
beneficial owner of more than 5% of the Class A Common Stock on September 14, 2010.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Not applicable.