- Statement of Ownership (SC 13G)
February 14 2012 - 5:23PM
Edgar (US Regulatory)
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. )*
(Name of Issuer)
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COMMON STOCK, $0.0001 PAR VALUE PER SHARE
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(Title of Class of Securities)
(CUSIP Number)
(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)
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*
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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 the disclosures provided in a prior cover page.
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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.
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83083J104
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SCHEDULE 13G
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Page 2 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
JEREMY ANDRUS
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. CITIZEN
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
2,116,980
(1)(2)
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6
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SHARED VOTING POWER
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7
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SOLE DISPOSITIVE POWER
2,116,980
(1)(2)
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8
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SHARED DISPOSITIVE POWER
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,116,980
(1)(2)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
7.7% *
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12
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TYPE OF REPORTING PERSON (see
instructions)
IN
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(1)
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Consists of 1,710,211 shares held by JA Cropston, LLC. Jeremy Andrus and Brent Andrus, are the managers of JA Cropston, LLC and hold shared voting and dispositive power
over these shares but disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
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(2)
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Consists of 209,313 shares and options for the right to purchase 197,456 shares exercisable within 60 days of December 31, 2011 held by Jeremy Andrus.
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CUSIP No.
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83083J104
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SCHEDULE 13G
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Page 3 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
JA CROPSTON, LLC
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
NEVADA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
1,710,211
(1)
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
1,710,211
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,710,211
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
x
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
6.3% *
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12
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TYPE OF REPORTING PERSON (see
instructions)
OO (LIMITED LIABILITY COMPANY)
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(1)
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Consists of 1,710,211 shares held by JA Cropston, LLC. Jeremy Andrus and Brent Andrus, are the managers of JA Cropston, LLC and hold shared voting and dispositive power
over these shares but disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
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CUSIP No.
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83083J104
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SCHEDULE 13G
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Page 4 of 10 Pages
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1
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NAMES OF REPORTING PERSONS
BRENT ANDRUS
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S. CITIZEN
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
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6
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SHARED VOTING POWER
1,710,211
(1)
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
1,710,211
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,710,211
(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
x
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
6.3% *
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12
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TYPE OF REPORTING PERSON (see
instructions)
IN
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(1)
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Consists of 1,710,211 shares held by JA Cropston, LLC. Jeremy Andrus and Brent Andrus, are the managers of JA Cropston, LLC and hold shared voting and dispositive power
over these shares but disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
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CUSIP No.: 83083J104
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SCHEDULE 13G
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Page
5
of 10 Pages
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Item 1(a).
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Name of Issuer: Skullcandy, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1441 West Ute Boulevard, Suite 250
Park City, Utah 84098
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Item 2(a).
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Name of Person(s) Filing:
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Jeremy Andrus
JA Cropston, LLC
Brent Andrus
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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Jeremy Andrus
1441 West Ute Boulevard, Suite 250
Park City, Utah 84098
JA Cropston, LLC
2681 Chadwick Street
Salt Lake City, Utah 84106
Brent Andrus
1441 West Ute Boulevard, Suite 250
Park City, Utah 84098
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Jeremy
Andrus:
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U.S. Citizen
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JA Cropston, LLC:
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Nevada
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Brent Andrus:
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U.S. Citizen
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.0001
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Item 2(e).
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CUSIP Number: 83083J104
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 78c).
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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CUSIP No.: 83083J104
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SCHEDULE 13G
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Page
6
of 10 Pages
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with § 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the
type of institution:
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CUSIP No.: 83083J104
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SCHEDULE 13G
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Page
7
of 10 Pages
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Provide the
following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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Jeremy
Andrus
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JA Cropston,
LLC
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Brent Andrus
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(a)
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Amount beneficially owned:
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2,116,980
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(1)(2)
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1,710,211
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(1)
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1,710,211
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(1)
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(b)
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Percent of class:
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7.7
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% *
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6.3
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% *
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6.3
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% *
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(c)
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Number of shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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2,116,980
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(1)(2)
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(ii) Shared power to vote or to direct the vote:
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1,710,211
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(1)
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1,710,211
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(1)
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(iii) Sole power to dispose or to direct the disposition of:
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2,116,980
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(1)(2)
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(iv) Shared power to dispose or to direct the disposition of:
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1,710,211
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(1)
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1,710,211
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(1)
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(1)
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Consists of 1,710,211 shares held by JA Cropston, LLC. Jeremy Andrus and Brent Andrus, are the managers of JA Cropston, LLC and hold shared voting and dispositive power
over these shares but disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
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(2)
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Consists of 209,313 shares and options for the right to purchase 197,456 shares exercisable within 60 days of December 31, 2011 held by Jeremy Andrus.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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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 securities, check the
following:
¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person: N/A
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: N/A
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Item 8.
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Identification and Classification of Members of the Group: N/A
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Item 9.
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Notice of Dissolution of Group: N/A
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CUSIP No.: 83083J104
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SCHEDULE 13G
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Page
8
of 10 Pages
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Item 10.
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Certification: N/A
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*
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Calculated based on 27,228,641 shares of common stock of the Issuer outstanding as of November 4, 2010, as reported in the Issuer’s most recent Form 10-Q
filed on November 8, 2010. Pursuant to Rule 13d-3 promulgated under the Act, certain securities convertible into, or exchangeable for, shares of common stock, may be deemed to be shares of common stock for purposes of determining beneficial
ownership. A person is deemed as of any date to have “beneficial ownership” of any security that such person has a right to acquire within 60 days after such date and such security shall be deemed to be outstanding for purposes of
calculating such person’s percentage ownership. For purposes of calculating the ownership percentage of the reporting persons, any securities that any person other than such reporting person has the right to acquire within 60 days of such date
are not deemed to be outstanding.
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CUSIP No.: 83083J104
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SCHEDULE 13G
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Page
9
of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:
February 14, 2012
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/s/ Jeremy Andrus
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Jeremy Andrus
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JA CROPSTON, LLC
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By:
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/s/ Jeremy Andrus
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Jeremy Andrus
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Manager
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/s/ Brent Andrus
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Brent Andrus
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CUSIP No.: 83083J104
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SCHEDULE 13G
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Page
10
of 10 Pages
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JOINT FILING AGREEMENT
In accordance with Rule 13(d)-1(k)(1) under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G and to all amendments to such statement.
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement as of this
February 14, 2012
.
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/s/ Jeremy Andrus
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Jeremy Andrus
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JA CROPSTON, LLC
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By:
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/s/ Jeremy Andrus
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Jeremy Andrus
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Manager
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/s/ Brent Andrus
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Brent Andrus
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