Sec Form 4 Filing - WARNOCK GREG @ SKULLCANDY, INC. - 2012-08-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WARNOCK GREG 2. Issuer Name and Ticker or Trading Symbol SKULLCANDY, INC. [ SKUL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SKULLCANDY, INC., 1441 WEST UTE BOULEVARD, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 08/07/2012 (Street) PARK CITY, UT84098 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price COMMON STOCK 08/07/2012 S 7,877 D $ 15.5461 ( 1 ) 149,169 ( 2 ) D COMMON STOCK 08/07/2012 J( 3 ) 8,863 D $ 0 221,859 I by Mercato Partners, LLC COMMON STOCK 08/07/2012 S 221,859 D $ 15.5913 ( 4 ) 0 I By Mercato Partners, LLC

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WARNOCK GREG C/O SKULLCANDY, INC. 1441 WEST UTE BOULEVARD, SUITE 250 PARK CITY, UT84098 X Signatures /S/ DAVID GEORGE, ATTORNEY-IN-FACT FOR GREG WARNOCK 08/09/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.20 to $15.69, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. ( 2 )Reflects the amount of securities directly owned by the Reporting Person following the reported transaction and pro rata distribution (as noted in footnote 3) of 878,534 shares of the Issuer's common stock from Mercato Partners QP, L.P. ("Mercato QP") and Mercato Partners L.P. ("Mercato LP" and together with Mercato QP, the "Mercato Entities") to the Reporting Person in his capacity as a limited partner of the Mercato Entities. ( 3 )The Reporting Person is a managing director of the General Partner of the Mercato Entities and has voting and dispositive power over the shares of Issuer common stock held by the Mercato Entities. Mercato Partners, LLC (the "General Partner") is the general partner of the Mercato Entities and is owned 50% each by the Reporting Person and one other person. On August 7, 2012, the General Partner directed the distribution of the 1,109,256 shares of Issuer common stock held by the Mercato Entities, 878,534 of which were distributed to the limited partners of the Mercato Entities and 230,722 of which were distributed to the General Partner (as a return on capital and carried interest). Of these 230,772 shares, 221,859 shares were sold by the General Partner with 50% of the proceeds distributed to the Reporting Person, and the remaining 8,863 shares were distributed by the General Partner to certain individuals other than the Reporting Person as compensation for their past services. ( 4 )The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.20 to $15.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

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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