UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
SKULLCANDY,
INC.
(Name of Issuer)
COMMON STOCK,
$0.0001 PAR VALUE
(Title of Class of Securities)
83083J104
(CUSIP Number)
Michael R. Cahill
7371 Prairie Falcon Rd., #120
Las Vegas, NV 89128
Copy to:
Robert
G. O’Connor
J. Randall Lewis
Wilson Sonsini Goodrich & Rosati, P.C.
One Market Plaza, Spear Tower, Suite 3300
San Francisco, California 94105
(415) 947-2000
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 3, 2015
(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 which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
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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| 1. |
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Name of
Reporting Person: MICHAEL R. CAHILL |
| 2. |
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Check The Appropriate Box If A Member
of Group (See Instructions):
(a) x (b) ¨ |
| 3. |
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SEC Use Only:
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| 4. |
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Source of Funds:
OO (See Item 3) |
| 5. |
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Check Box If Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6. |
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Citizenship or Place of
Organization U.S. CITIZEN |
| Number of
Shares Beneficially
Owned By Each
Reporting Person
With: |
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7. |
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Sole Voting Power:
4,539,886(1) |
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8. |
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Shared Voting Power:
0 |
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9. |
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Sole Dispositive Power:
4,539,886(1) |
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10. |
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Shared Dispositive Power:
0 |
| 11. |
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Aggregate Amount Beneficially Owned By Each Reporting Person:
4,539,886(1) |
| 12. |
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Check Box if The Aggregate Amount In
Row (11) Excludes Certain Shares (See Instructions): ¨ |
| 13. |
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Percent Of Class Represented By Amount
In Row (11):
15.9%(2) |
| 14. |
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Type of Reporting Person
IN |
| (1) |
Represents shares held by Ptarmagin, LLC (“Ptarmagin”). Michael R. Cahill is the manager of Ptarmagin and holds sole voting and dispositive power over the shares held by Ptarmagin. The sole member of
Ptarmagin is The Alden Irrevocable Trust (the “Alden Trust”). The spouse and children of Rick Alden, a director of the Issuer, are the beneficiaries of the Alden Trust. Mr. Cahill may be deemed to indirectly beneficially own the
shares held by Ptarmagin but disclaims any beneficial ownership of such shares. |
| (2) |
Based on 28,530,493 shares of common stock reported as outstanding as of October 31, 2015 in the Issuer’s Quarterly Report on Form 10-Q (File No. 001-35240) filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2015. |
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| 1. |
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Name of
Reporting Person: PTARMAGIN, LLC |
| 2. |
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Check The Appropriate Box If A Member
of Group (See Instructions):
(a) x (b) ¨ |
| 3. |
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SEC Use Only:
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| 4. |
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Source of Funds:
OO (See Item 3) |
| 5. |
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Check Box If Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6. |
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Citizenship or Place of
Organization UTAH |
| Number of
Shares Beneficially
Owned By Each
Reporting Person
With: |
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7. |
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Sole Voting Power:
0 |
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8. |
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Shared Voting Power:
4,539,886(1) |
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9. |
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Sole Dispositive Power:
0 |
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10. |
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Shared Dispositive Power:
4,539,886(1) |
| 11. |
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Aggregate Amount Beneficially Owned By Each Reporting Person:
4,539,886(1) |
| 12. |
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Check Box if The Aggregate Amount In
Row (11) Excludes Certain Shares (See Instructions): ¨ |
| 13. |
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Percent Of Class Represented By Amount
In Row (11):
15.9%(2) |
| 14. |
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Type of Reporting Person
OO (LIMITED LIABILITY COMPANY) |
| (1) |
Represents shares held by Ptarmagin. Michael R. Cahill is the manager of Ptarmagin and holds sole voting and dispositive power over the shares held by Ptarmagin. The sole member of Ptarmagin is the Alden Trust. The
spouse and children of Rick Alden, a director of the Issuer, are the beneficiaries of the Alden Trust. Mr. Cahill may be deemed to indirectly beneficially own the shares held by Ptarmagin but disclaims any beneficial ownership of such shares.
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| (2) |
Based on 28,530,493 shares of common stock reported as outstanding as of October 31, 2015 in the Issuer’s Quarterly Report on Form 10-Q (File No. 001-35240) filed with the SEC on November 9, 2015. |
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| 1. |
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Name of
Reporting Person: THE ALDEN IRREVOCABLE TRUST |
| 2. |
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Check The Appropriate Box If A Member
of Group (See Instructions):
(a) x (b) ¨ |
| 3. |
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SEC Use Only:
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| 4. |
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Source of Funds:
OO (See Item 3) |
| 5. |
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Check Box If Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6. |
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Citizenship or Place of
Organization NEVADA |
| Number of
Shares Beneficially
Owned By Each
Reporting Person
With: |
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7. |
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Sole Voting Power:
0 |
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8. |
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Shared Voting Power:
4,539,886(1) |
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9. |
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Sole Dispositive Power:
0 |
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10. |
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Shared Dispositive Power:
4,539,886(1) |
| 11. |
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Aggregate Amount Beneficially Owned By Each Reporting Person:
4,539,886(1) |
| 12. |
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Check Box if The Aggregate Amount In
Row (11) Excludes Certain Shares (See Instructions): ¨ |
| 13. |
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Percent Of Class Represented By Amount
In Row (11):
15.9(2) |
| 14. |
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Type of Reporting Person
OO (IRREVOCABLE TRUST) |
| (1) |
Represents shares held by Ptarmagin. Michael R. Cahill is the manager of Ptarmagin and holds sole voting and dispositive power over the shares held by Ptarmagin. The sole member of Ptarmagin is the Alden Trust. The
spouse and children of Rick Alden, a director of the Issuer, are the beneficiaries of the Alden Trust. Mr. Cahill may be deemed to indirectly beneficially own the shares held by Ptarmagin but disclaims any beneficial ownership of such shares.
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| (2) |
Based on 28,530,493 shares of common stock reported as outstanding as of October 31, 2015 in the Issuer’s Quarterly Report on Form 10-Q (File No. 001-35240) filed with the SEC on November 9, 2015. |
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Explanatory Note
This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on February 24, 2012, as
amended March 21, 2014 and October 30, 2015 (the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that
it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and
this Amendment to the “Statement” shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.
Item 2 of the Schedule 13D is hereby amended and supplemented as follows:
Item 2. Identity and Background
This Schedule 13D is filed jointly on behalf of Michael R. Cahill, an individual, Ptarmagin, LLC, a limited liability company
organized under the laws of the state of Utah (“Ptarmagin”), and The Alden Irrevocable Trust, an irrevocable trust organized under the laws of the State of Nevada (the “Alden Trust” and, together with Michael R. Cahill and
Ptarmagin, the “Reporting Persons”).
The address of the principal business office of Michael R. Cahill is
7371 Prairie Falcon Rd. #120, Las Vegas, NV 89128. Mr. Cahill is a United States citizen. Mr. Cahill is an estate planning attorney practicing law as a solo practitioner in the state of Nevada.
Ptarmagin is a non-operating holding company that directly holds the securities reported herein. The sole member of Ptarmagin is the Alden
Trust. Rick Alden, a director of the Issuer, formed the Alden Trust for the benefit of his spouse and children. The address of the principal business office of Ptarmagin and the Alden Trust is 69 White Pine Canyon Road, Park City, Utah 84060.
None of the Reporting Persons have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his or its being 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 of the Schedule 13D is
hereby amended and supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration
This Amendment is being filed to report certain dispositions made by Ptarmagin of the Issuer’s common stock, including a gift of 114,500
shares to the Alden Family Foundation and sales made pursuant to a Rule 10b5-1 trading plan governing shares that were previously reported as beneficially owned by Ptarmagin on Schedule 13D. No funds
were used in making the transactions giving rise to this Amendment.
Item 4 of the Schedule 13D is hereby amended and
supplemented as follows:
Item 4. Purpose of Transaction
This Amendment is being filed to report certain dispositions made by Ptarmagin of the Issuer’s common stock. On June 5, 2015,
Ptarmagin adopted a prearranged stock trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. As of December 11, 2015, pursuant to Ptarmagin’s
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10b5-1 plan and starting on September 10, 2015, an aggregate of 525,000 shares have been sold under the plan. In addition, on November 25,
2015, Ptarmagin disposed by gift 114,500 shares of the Issuer’s common stock to the Alden Family Foundation, which then sold the shares.
The Alden Trust, of which Mr. Alden’s family members are the beneficiaries, is the sole member of Ptarmagin. Rule 10b5-1 permits individuals to adopt predetermined written plans for trading specified amounts of company stock when they are not in possession of material non-public information. These plans enable gradual
asset diversification while simultaneously minimizing the market effect of stock trades by spreading them out over an extended period of time.
The 10b5-1 plan involves only a portion of the shares owned by Ptarmagin. The plan adopted by
Ptarmagin involves a market order to sell 37,500 shares of the Issuer’s common stock per week effective September 10, 2015 and expiring September 8, 2016, for a total of 1,987,500 shares.
A copy of the 10b5-1 plan is attached as Exhibit 1 to this Amendment.
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
Item 5. Interest in Securities of the Issuer
The information set forth or incorporated in Item 2, Item 3 and Item 4 is incorporated herein by this reference.
(a) – (b)
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Michael R.
Cahill |
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Ptarmagin |
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The Alden
Trust |
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4,539,886 |
(1) |
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4,539,886 |
(1) |
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4,539,886 |
(1) |
| (b) Percent of class: |
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15.9 |
%(2) |
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15.9 |
(2) |
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15.9 |
%(2) |
| (c) 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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4,539,886 |
(1) |
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| (ii) Shared power to vote or to direct the vote: |
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4,539,886 |
(1) |
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4,539,886 |
(1) |
| (iii) Sole power to dispose or to direct the disposition of: |
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4,539,886 |
(1) |
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| (iv) Shared power to dispose or to direct the disposition of: |
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4,539,886 |
(1) |
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4,539,886 |
(1) |
| (1) |
Ptarmagin is the direct beneficial owner of the 4,539,886 Shares reported herein, which represents 15.9% of the outstanding Shares. Michael R. Cahill serves as the manager of Ptarmagin and sole trustee of the
Alden Trust, and holds sole voting and dispositive power over the Shares reported herein. Mr. Cahill may be deemed to indirectly beneficially own the Shares held by Ptarmagin but disclaims beneficial ownership of such Shares. Because the Alden
Trust is the sole member of Ptarmagin, the Alden Trust may be deemed to share voting and dispositive power over the Shares held by Ptarmagin. |
| (2) |
Based on 28,530,493 shares of common stock reported as outstanding as of October 31, 2015 in the Issuer’s Quarterly Report on Form 10-Q (File No. 001-35240) filed with the SEC on November 9, 2015. |
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(c) The following is a list of transactions in the Issuer’s Common Stock that were effected
by Ptarmagin during the past 60 days in open market transactions. Other than as set forth immediately below, none of the Reporting Persons has engaged in any transaction during the past 60 days involving any Shares.
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| Transaction Date |
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Type of
Transaction
(Purchase/Sale) |
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Shares |
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Price per Share |
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| 10/15/15 |
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Sale |
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37,500 |
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$ |
5.63 |
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| 10/22/15 |
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Sale |
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37,500 |
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$ |
5.67 |
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| 10/29/15 |
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Sale |
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37,500 |
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$ |
5.63 |
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| 11/5/15 |
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Sale |
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37,500 |
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$ |
6.14 |
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| 11/12/15 |
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Sale |
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37,500 |
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$ |
4.34 |
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| 11/19/15 |
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Sale |
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37,500 |
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$ |
4.26 |
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| 11/25/15 |
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Gift |
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114,500 |
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$ |
.00 |
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| 11/27/15 |
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Sale |
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37,500 |
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$ |
4.14 |
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| 12/3/15 |
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Sale |
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37,500 |
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$ |
4.25 |
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| 12/10/15 |
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Sale |
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37,500 |
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$ |
4.14 |
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(d) Other than the Reporting Persons and the beneficiaries of the Alden Trust, no other person has the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares.
(e) Not applicable.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other than the 10b5-1 plan, there are no other contracts, arrangements, understandings or relationships
with respect to securities of the Issuer.
A copy of the 10b5-1 plan is attached as Exhibit 1
to this Amendment.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Item 7. Material to be Filed as Exhibits
| 1. |
Rule 10b5-1 Trading Plan of Ptarmagin, LLC dated as of June 5, 2015. |
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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.
Date: December 11, 2015
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| /s/ Michael R. Cahill |
| Michael R. Cahill |
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| PTARMAGIN, LLC |
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| By: |
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/s/ Michael R. Cahill |
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Michael R. Cahill
Manager |
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| ALDEN IRREVOCABLE TRUST |
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| By: |
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/s/ Michael R. Cahill |
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Michael R. Cahill Authorized
Trustee |
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Exhibit 1
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10b5-1 TRADING PLAN |
Please call your advisor for any assistance that you may require with the completion of this 10b5-1 Trading Plan. This Plan is
subject to Fidelity review and approval. This Plan will not become effective until accepted and signed by Fidelity (see Section 1(A) below).
I.
CUSTOMER INFORMATION
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| Name: Ptarmagin LLC |
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Advisor Name: Matthew Johnson/Brian Moore |
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Advisor G Number: ########
lssuer: Skullcandy Inc.
Issuer’s Authorized Representative:
Name: Patrick Grosso
Title: Chief Legal Council Address: 1441 W. Ute
Blvd, Suite 250 Park City, UT 84098 |
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Stock Symbol: SKUL |
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Affiliate/“Control Person” Status: |
| Address: 69 White Pine Canyon Rd |
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(check applicable boxes) |
| Park City, UT 84060 |
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x I
am ¨ I am not |
| Phone: 435 - 655 - 8830 |
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an executive officer, director or 10% owner of
Issuer |
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x I
have ¨ I have not |
| Fax: |
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been notified that Issuer will file Form 4 statements on
my behalf consistent with Issuer’s designation of me as a “Section 16 reporting person”
x I have ¨ I have
not been notified by Issuer that I may be deemed an “affiliate”
as defined in Rule 144 of the Securities Act of 1933 |
| Email: holly@skullcandy.com |
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| SSN: ## - ####### |
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| Fidelity Brokerage Account Number: ### - ###### |
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Brokerage services provided by Fidelity Brokerage Services LLC. Member NYSE, SIPC.
Accounts carried by National Financial Services LLC. Member NYSE, SIPC.
1 of 9
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10b5-1 TRADING PLAN |
II. TRADING SCHEDULE & INSTRUCTIONS- (ATTACH ADDITIONAL SHEETS IF NECESSARY)
Customer hereby instructs Broker to effect exercises, sales or purchases (as the case may be) of Shares of stock of Issuer from or into the Fidelity brokerage
account the (“Customer Account”) in accordance with the trading schedule set forth in the appropriate table below. For open market sales or purchases of shares, the Customer must specify a date on which the brokerage order will be
entered (“Order Entry Date”) and executed in accordance with Customer instructions pursuant to normal brokerage rules and regulations, and as set forth in the Customer Agreement governing the Customer Account. If the Customer specifies an
Order Entry Date which is a weekend or holiday, the brokerage order will not be entered until after the opening of regular market trading hours on the next trading day Share quantities and prices listed shall be increased or decreased to reflect
stock splits, mergers, reorganizations, recapitalizations or other similar changes or corporate actions in Issuer’s capitalization that may occur prior to execution of the trades. Limit price orders are at the limit price or better, beginning
at the opening of regular market trading hours on the specified trade date(s) and expiring at the close of regular market trading hours on the trading date(s).
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| LONG SHARES HELD ON DEPOSIT IN CUSTOMER ACCOUNT AND TO BE
SOLD |
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| Number Of Shares |
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Original Purchase
Date |
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Nature Of
Acquisition |
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Order Entry
Date1 |
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Type of Order
(Market/Limit) |
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Time in Force
(Day/Date
Range/GTC) |
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Limit
Price
(if any) |
| See Spreadsheet |
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7/20/2011 |
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IPO |
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See
Spreadsheet |
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See
Spreadsheet |
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Day |
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See
Spreadsheet |
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| SHARES TO BE PURCHASED AND DEPOSITED IN CUSTOMER ACCOUNT |
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| Number Of Shares |
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Order Entry
Date1 |
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Type of Order
(Market/Limit) |
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Time in Force (Specify
Day/Date
Range/Good-Till-Canceled) |
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Limit
Price
(if any) |
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| COMPANY STOCK PLAN SHARES TO BE SOLD |
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| Date On which Shares
Will Be Delivered to
Broker |
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Number of Shares
to be Acquired
under Company
Stock
Plan |
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Number of Shares to be
Sold under this Trading
Plan |
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Order Entry
Date1 |
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Type of Order
(Market/Limit) |
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Time in
Force
(Day/Date
Range/GTC) |
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Limit
Price
(if any) |
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| COMPANY STOCK PLAN—OPTIONS TO BE EXERCISED AND SHARES TO BE SOLD OR HELD |
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| Option
Grant
Date |
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Option
Exercise Price |
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Number of
Shares to
Acquire
by
Option
Exercise
(“Option
Shares”) |
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Option
Exercise
Date |
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Number
of Option
Shares to
be Sold |
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Number of
Option
Shares to
be Held
in
Customer
Account |
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Order Entry
Date1 |
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Type of
Order
(Market/
Limit) |
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Time in
Force
(Day/
Date
Range/GTC) |
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Limit
Price
(if any) |
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Where possible, orders will be traded on a “not held” basis. “Not Held” means an instruction on an order to buy or sell securities, indicating that the customer has given the floor broker time and
price discretion in executing the best possible trade but will not communicate with the floor broker during such execution or hold the broker responsible if the best deal is not obtained. Customer acknowledges that, for purposes of Rule 10b5-1, such
activities shall not be deemed a modification of the instructions set forth herein. |
Brokerage services
provided by Fidelity Brokerage Services LLC. Member NYSE, SIPC.
Accounts carried by National Financial Services LLC. Member NYSE, SIPC.
2 of 9
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10b5-1 TRADING PLAN |
SECTION 7(A) TRADES (see infra): If Broker cannot effect any sale of Shares for any of the
reasons described in Section 7(A) of the Terms and Conditions of this Trading Plan, then Broker should: (check no more than one of the following):
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execute the sale on the next possible business day |
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cancel the sale and add the resulting unsold Shares to the number of Shares to be sold on the next Date of Sale on the same sale grid above. |
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cancel the sale altogether and proceed only with sale instructions corresponding to the later Dates of Sale on the same sale grid above. |
Brokerage services
provided by Fidelity Brokerage Services LLC. Member NYSE, SIPC.
Accounts carried by National Financial Services LLC. Member NYSE, SIPC.
3 of 9
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10b5-1 TRADING PLAN |
TERMS AND CONDITIONS
THIS TRADING PLAN is adopted by Customer and Fidelity Brokerage Services LLC, a Delaware limited liability company (“Broker”), in
compliance with Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
WHEREAS, Customer wishes to provide instructions to Broker as to how, when and whether to conduct purchases or sales of securities of
the Issuer in compliance with Rule 10b5-1 under the Exchange Act as set forth in the foregoing Trading Schedule (the “Shares”); and
WHEREAS, the Shares may include Shares that Customer has or will have the right to acquire under outstanding employee stock options
of the Issuer (“Options”) and/or Shares (“Company Stock Plan Shares”) issued or to be issued to Customer based upon Customer’s participation in one or more of Issuer’s employee stock plans (each a
“Company Stock Plan”), which is either (i) in the event that the Issuer has entered into a Recordkeeping and Administrative Services Agreement (“SPS Agreement”) with Fidelity Stock Plan Services LLC (“SPS”), listed
on Schedule A; or (ii) with respect to all other Company Stock Plans, is attached hereto as Exhibit 1; and
NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and agreements hereinafter contained, the parties hereby agree as follows:
1. TERM & TERMINATION
(A) Term:
This trading plan, completed and executed by the Customer on (the “Customer Execution Date”) shall be effective as
of the date Broker notifies Customer the acceptance by Broker of this Trading Plan (the “Effective Date”), and shall continue until terminated in accordance with Section 1(B) below. If the Trading Schedule provides for
an Option Exercise Date or Order Entry Date earlier than one (1) business day after the Effective Date, then such Option Exercise Date or Order Entry Date shall be one (1) day following the Effective Date.
(B) Termination: This Trading Plan will terminate on the earlier of: (i) specify date 9/8/2016 (not to exceed one (1) year from the
Effective Date); (ii) execution of all trades or expiration of all of the orders relating to such trades as specified below; (iii) the date Broker receives notice of liquidation, dissolution, bankruptcy, insolvency or death of Customer; or
(iv) Broker receives notice from the Customer of Customer’s termination of the Trading Plan. Any termination of this Trading Plan by Customer must be: (a) delivered to Broker in writing and signed and dated by Customer; and
(b) filed with Issuer within five (5) business days after the effective date of such termination.
2. INTENT TO COMPLY WITH RULE 10b5-1
It is the intent of the parties that this Trading Plan satisfy the affirmative defense conditions of Rule 10b5-1(c) and comply with the requirements of Rule
10b5-1, including, without limitation, the requirement under Rule 10b5-1(c) that Customer not be permitted to exercise any influence subsequent to the effective date of this Trading Plan over how, when or whether to effect trading in the Shares.
3. 144 COMPLIANCE
(A) If the shares are
“restricted securities” and/or Customer may be deemed an “affiliate” of Issuer, as such terms are defined in Rule 144, then within five (5) days of the first date on which sales, if any, can be made under this Trading Plan,
and within five (5) days of each three-month anniversary of such first date (providing that on such anniversary any sales of Shares remain pending under this Trading Plan), Customer shall execute and deliver to Broker a certification disclosing
trades made by Customer and its related parties within the three (3) months preceding such first date or three-month anniversary date, as the case may be, for purposes of determining compliance of sales to be made under this Trading Plan with
Rule 144 under the Securities Act of 1933, as amended. If there were no such trades within such three (3) month period, no certification is required.
(B) In respect of any sales of Shares under this Trading Plan, if such Shares are restricted securities” and/or Customer may be deemed an
“affiliate” of Issuer, as such terms are defined in Rule 144, then Broker will complete on behalf on Customer and file with appropriate authorities the required Forms 144 of Customer, provided that Customer has complied with its covenant
set forth in Section 3(A) above, with respect to each such filing. Customer understands and agrees that such Forms 144 shall provide (i) that the sales are being made pursuant to a Rule 10b5-1 Trading Plan, (ii) the date on
which such Trading Plan was adopted and (iii) that Customer’s knowledge speaks as of the date such Trading Plan was adopted. Customer shall cooperate with Broker to execute and file any modifications to an effective Form 144 in order to
comply with the foregoing sentence.
(C) If Customer indicates on Instruction Form that Issuer will file Form 4 statements on Customer’s behalf
consistent with Issuer’s designation of Customer as a “Section 16 reporting person,” then Broker will use reasonable efforts to transmit to Issuer’s Authorized Representative, in writing, the details of any trade executed under
this Trading Plan within one business day of the trade execution (in each case, a “Broker Trade Notification”).
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| Brokerage services provided by Fidelity Brokerage Services LLC. Member NYSE, SIPC.
Accounts carried by National Financial Services LLC. Member NYSE, SIPC. |
4 of 9
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10b5-1 TRADING PLAN |
4. IMPLEMENTATION OF TRADING PLAN
(A) Customer agrees to deliver promptly Shares now or hereafter coming into Customer’s possession that are subject to sale under this Trading Plan,
including, if applicable, Company Stock Plan Shares, for so long as sales are to be conducted under this Trading Plan, all of which Shares shall be deposited into the Customer Account in the name of Broker or its duly appointed designee. Broker
shall withdraw Shares from the Customer Account in order to effect sales of Shares under this Trading Plan. Broker agrees to notify Customer promptly if at any time during the term of this Trading Plan the number of Shares in the Customer Account is
less than the number of Shares remaining to be sold pursuant to this Trading Plan, unless such shortfall will be eliminated in the ordinary course by the exercise of Options in accordance with this Trading Plan. To the extent that any Shares remain
in the Customer Account upon termination of this Trading Plan, Broker agrees to return such Shares promptly to Issuer’s transfer agent for re-legending to the extent that such Shares would then be subject to transfer restrictions in the hands
of Customer.
(B) Option Exercises:
(i) If this Trading Plan covers exercises of Options, then Customer agrees to make appropriate arrangements with Issuer and its transfer agent and the Company
Stock Plan administrator to permit Broker to furnish notice to Issuer of the exercise of the Options and to have underlying Shares delivered to Broker as necessary to effect sales under this Trading Plan. Shares received upon exercise of Options
shall be delivered to the Customer Account.
(ii) In the event Issuer is not an SPS Customer, Customer agrees to complete, execute and deliver to Broker
from time to time Broker’s customary forms of Employee Stock Option Notice of Intent and Agreement for the exercise of Options pursuant to this Trading Plan, at such times and in such numbers as Broker shall request.
(iii) Customer hereby authorizes: (a) Broker to serve as Customer’s agent and attorney-in-fact to cause said Shares to be issued upon payment (or
eligible margin credit, if applicable) of the Option exercise price and, in the event Issuer is not an SPS Customer, receipt from Customer of the properly endorsed Employee Stock Option Notice of Intent and Agreement and (b) Broker, Issuer
and/or Issuer’s stock plan administrator to exchange information regarding the acquisition and disposition of said Shares, including, without limitation, notification of the sale of Shares acquired as the result of exercise of a stock option or
otherwise acquired and verification by Issuer of tax withholding.
(iv) On each day that sales are to be made under this Trading Plan (or, in the event
that Customer owns a portion of Shares
directly and not pursuant to Options, on any day that the number of Shares in the Customer Account is less than the number of Shares to be sold on such day), Broker shall exercise a sufficient
number of Options to effect such sales in the manner specified on the Trading Schedule. Broker shall in no event exercise any Option if at the time of exercise the exercise price of the Option is equal to or higher than the market price of the
Shares; and Broker shall, in connection with the exercise of Options, remit to Issuer the exercise price thereof, which amount shall be deducted from the proceeds of sale of the Shares together with the amount of tax withholding that Issuer informs
Broker is required in connection with the Option exercise under the Company Stock Plan.
(C) Company Stock Plans:
(i) If this Trading Plan covers Company Stock Plan Shares, then Customer shall provide written notice to Broker at any time when Issuer amends or terminates
the related Company Stock Plan, together with a written copy of any such amendment(s), as soon as practicable but in any event no later than two (2) business days after Customer receives notice thereof from Issuer.
(ii) If Customer changes or terminates any contribution elections during a contribution election period where Customer is instructing Broker on the Trading
Schedule to sell all or a percentage of the Company Stock Plan Shares that Customer expects to receive pursuant to such contribution election, as opposed to specifying on the Trading Schedule an actual number of shares that Broker should sell,
Customer shall provide written notice to Broker and to Issuer’s Authorized Representative of such contribution election change or termination as soon as practicable but in any event no later than two (2) business days after Customer
effects any such change, which written notice must be accompanied by Customer’s representation that: (a) Customer was not in possession of any material nonpublic information concerning Issuer or its securities when Customer effected such
change, and (b) such change was made in good faith and not as a part of a plan or scheme to evade compliance with the federal securities laws.
5.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF CUSTOMER
Customer makes the following representations, warranties and covenants to Broker as of the
Customer Execution Date through and including the Effective Date:
(A) Customer has all requisite power and authority to adopt this Trading Plan and to
carry out its obligations hereunder. The execution and delivery of this Trading Plan and the performance of the obligations of Customer hereunder have been duly authorized and approved by all necessary action on
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provided by Fidelity Brokerage Services LLC. Member NYSE, SIPC.
Accounts carried by National Financial Services LLC. Member NYSE, SIPC.
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10b5-1 TRADING PLAN |
the part of Customer, and no other proceedings on the part of Customer are necessary to authorize and approve this Trading Plan and the transactions contemplated hereby. This Trading Plan has
been duly executed by Customer and constitutes its valid and binding obligation, enforceable against it in accordance with its terms.
(B) The execution,
delivery and performance by Customer of this Trading Plan does not, directly or indirectly (with or without notice or lapse of time), contravene, conflict with, or result in a violation of any of the terms or requirements of any legal or contractual
requirement or order to which Customer may be subject, nor does this Trading Plan require any consent, waiver, authorization or approval of any person or entity other than Customer. Issuer and Broker Customer shall immediately notify Broker if
Customer becomes subject to a legal, regulatory or contractual restriction or undertaking that would prevent Broker from carrying out its obligations under this Trading Plan.
(C) Neither the Customer Execution Date nor the Effective Date falls within any blackout period of Issuer.
(D) Customer is not aware of any material nonpublic information concerning Issuer or its securities. Customer is entering into this Trading Plan in good faith
and not as a part of a plan or scheme to evade compliance with the federal securities laws. Customer is currently permitted to trade in Shares in accordance with Issuer’s insider trading policies and has obtained the approval or acknowledgement
of Issuer’s Authorized Representative to enter into this Trading Plan.
(E) Customer agrees that Customer shall not, directly or indirectly,
communicate any material nonpublic information relating to the Issuer or its securities to any employee of Broker or its affiliates.
(F) If Customer is an
institution, Customer has implemented reasonable policies and procedures to ensure that the individuals authorized to enter into this Trading Plan on its behalf are not aware, as of the Effective Date, of any material nonpublic information
concerning Issuer or its securities, and, to the knowledge of Customer, no such individual is aware of any such information.
(G) Customer agrees to notify
Broker promptly if Customer obtains knowledge at any time prior to the Effective Date that any of the representations or warranties in this Section 5 are untrue or inaccurate in any respect.
6. HEDGING TRANSACTIONS
Customer will not enter into any
new, or change any existing, corresponding or hedging transaction or position with respect to the Shares subject to this Trading Plan for so long as this Trading Plan is in effect.
7. MARKET DISRUPTION AND TRADING RESTRICTIONS
(A) Customer understands that Broker may not be able to effect a transaction under this Trading Plan due to (i) any of the events described in the
“Limits to our Responsibility” or “Extraordinary Events” sections of the Customer Agreement, which is available for reference on Fidelity.com; (ii) a legal, regulatory or contractual restriction or suspension applicable to
Customer, Customer’s affiliates, Broker or Broker’s affiliates (including the volume limitations of Rule 144); (iii) failure of Broker to receive Shares, including Company Stock Plan Shares, or delay in Broker’s receipt of such
shares for deposit into Customer’s account, if applicable, whether or not such failure or delay is consistent with the terms of the Company Stock Plan, or any other agreement to which Broker is not a controlling party; (iv) if this Trading
Plan covers Options, and on the Trading Schedule Customer places a market order with respect to Shares subject to Options, failure of the market price for such Shares to exceed the exercise price of such Options on the exercise date or (v) a
suspension, expiration, termination or unavailability of any applicable registration statement related to Issuer. If Broker cannot effect any trade in Shares for any of the reasons described herein, then Broker shall follow Customer’s
instructions set forth on the Trading Schedule with respect to such trade(s).
(B) Broker shall suspend trading under this Trading Plan, in whole or in
part as appropriate, upon receipt of at least two business days’ prior written notice by Issuer’s Authorized Representative that the Issuer has imposed trading restrictions on the Customer (a “Trading Suspension Notice”).
Broker shall lift any such trading suspension as soon as practicable after receipt of written notice from Issuer’s Authorized Representative that such Issuer Restrictions have terminated (a “Trading Suspension Release”). Broker
shall resume effecting trades in accordance with this Trading Plan as soon as practicable after delivery of the Trading Suspension Release. Any unexecuted trades that would have been executed in accordance with the terms of the Trading Schedule but
for the Trading Suspension Notice shall be deemed to be cancelled and shall not be executed pursuant to this Trading Plan.
8. LEGAL COMPLIANCE; AGENT
DUTIES
(A) Customer agrees that Customer is responsible to determine whether this Trading Plan meets the requirements of Rule 10b5-1(c) and any other
applicable federal or state laws or rules.
(B) Customer agrees to comply with all applicable laws in connection with the performance of this Trading
Plan, including, without limitation, Sections 13 and 16 of the Exchange Act and the respective rules and regulations promulgated thereunder.
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provided by Fidelity Brokerage Services LLC. Member NYSE, SIPC.
Accounts carried by National Financial Services LLC. Member NYSE, SIPC.
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10b5-1 TRADING PLAN |
(C) Customer agrees that Broker is acting solely as agent for Customer and shall not by reason thereof assume
any fiduciary or advisory relationship with Customer rightly borne by Issuer. Nothing in this Trading Plan shall be construed as to impose upon Broker any obligation to exercise discretion over how, when or whether to effect trades in the Shares.
(D) Customer is responsible for consulting with his or her own advisers as to the legal, tax, business, financial and related aspects of, and has not
relied on Broker or any person affiliated with Broker in connection with Customer’s adoption and implementation of, this Trading Plan.
9.
INDEMNIFICATION; LIMITATION OF LIABILITY
Customer agrees to indemnify and hold harmless Broker, its affiliates and their respective directors,
officers and employees from and against all claims, losses, damages, costs and liabilities (including, without limitation, any legal or other expenses incurred in connection with defending or investigating any such action or claim) (collectively,
“Losses”) arising out of or attributable to this Trading Plan, including, without limitation, any inaccuracy of any representation, warranty, statement of agreement or understanding made by Customer herein, any breach by Customer of
this Trading Plan or any violation by Customer of applicable laws or regulations, except to the extent that any such Losses arise out of acts of gross negligence, bad faith or willful misconduct on the part of Broker or any of its affiliates in
performing their obligations hereunder. Customer will reimburse Broker for any and all fees, costs and expenses of any kind reasonably incurred by Broker as a result of any such Losses. This indemnification shall survive termination of this Trading
Plan.
10. GENERAL PROVISIONS
(A) Governing
Law. This Trading Plan shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. The parties hereto irrevocably
consent to the jurisdiction of the courts of the County of New York, State of New York or the United States of America for the Southern District of New York and elect such court or courts as the sole judicial forum for the adjudication of any
matters arising under or in connection with this Trading Plan.
(B) Severability. In the event that any provision of this Trading Plan is
declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Trading Plan shall remain in full force and
effect.
(C) Amendments. This Trading Plan may be amended, modified or terminated only in writing and
signed and dated by Customer and Broker and acknowledged by Issuer. Such amendment or modification shall be deemed to constitute the creation of a new Trading Plan and as such Customer shall be required to restate and reaffirm as of the date of such
amendment, each representation and warranty set forth in Section 5 of this Trading Plan.
(D) Notices. All notices,
requests, demands and other communications under this Trading Plan shall be in writing and shall be deemed to have been duly given: (i) on the date of service if served personally on the party to whom notice is to be given; (ii) on the
date when receipt by addressee is confirmed in writing, if sent via facsimile transmission to the facsimile number given below; or (iii) on the first business day with respect to which a reputable air courier guarantees delivery; to the party
as follows:
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| If to Customer: |
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See Customer Information in Part I above. |
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| Copy to Issuer: |
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Name: |
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Skullcandy, Inc. |
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Address: |
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1441 W Ute Blvd, Ste 250
Park City, UT 84098 |
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Attn: |
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Patrick Grosso |
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Phone: |
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435 - 729 - 2685 |
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Fax: |
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Email: |
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patrick.grosso@skullcandy.com |
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| If to Broker: |
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Fidelity Brokerage Services LLC
c/o National Financial Services LLC 200 Liberty Street, NY5M
New York, NY 10281 Attention: Restricted Stock Services,
10b51 |
Any party may change its address for the purpose of this Section 10(D) by giving the other parties written notice
of its new address in the manner set forth above.
(E) Customer Agreement and Conflict of Terms. In the event of any
inconsistencies between the Customer Agreement and the Trading Plan, the provisions of the Customer Agreement shall control. Customer acknowledges that he has read the Customer Agreement, including its arbitration provision.
(F) Entire Trading Plan. This Trading Plan, together with the Trading Schedule and any exhibits hereto or thereto, contains the entire
understanding between the parties with respect to the transactions contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such transactions.
(G) Counterparts. This Trading Plan may be executed in one or more counterparts, each of which shall be deemed an original and all of which
shall constitute a single document.
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provided by Fidelity Brokerage Services LLC. Member NYSE, SIPC.
Accounts carried by National Financial Services LLC. Member NYSE, SIPC.
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10b5-1 TRADING PLAN |
Customer agrees to all of the terms and conditions set forth on this Trading Schedule, as may be amended from
time to time, the attached 10b5-1 Terms and Conditions, and all applicable exhibits hereto (collectively, the “Agreement”).
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| CUSTOMER: |
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Accepted by Fidelity Brokerage Services LLC: |
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| By: |
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/s/ Michael Cahill |
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By: |
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| Name: |
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Michael Cahill |
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Name: |
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| Title: |
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Manager, Ptarmagin LLC |
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Title: |
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| Date: |
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6/5/15 |
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Date: |
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Please call your advisor for any assistance that you may require with the completion of this 10b5-1 Trading
Plan.
Brokerage services
provided by Fidelity Brokerage Services LLC. Member NYSE, SIPC.
Accounts carried by National Financial Services LLC. Member NYSE, SIPC.
8 of 9
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10b5-1 TRADING PLAN |
ISSUER ACKNOWLEDGEMENT
ISSUER: Skullcandy, Inc
TO: Fidelity Brokerage
Services LLC
As a duly authorized representative of the Issuer, I hereby represent that I have reviewed the attached 10b5-1 Trading Plan of
Ptarmagin, LLC dated , confirm that it is consistent with the Issuer’s insider trading policies, and approve the designation
of the Issuer’s Authorized Representative or successor above.
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| Acknowledged: |
| ISSUER: Skullcandy, Inc |
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| By: |
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| Name: |
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Patrick Grosso |
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| Title: |
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Chief Legal Officer |
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| Date: |
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Brokerage services
provided by Fidelity Brokerage Services LLC. Member NYSE, SIPC.
Accounts carried by National Financial Services LLC. Member NYSE, SIPC.
9 of 9
Ptarmagin 10b5-1 Trading Plan
Account # ###-######
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| Date |
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Shares |
|
|
Type |
|
Price |
|
Time in Force |
| Thursday, September 10, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, September 17, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, September 24, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, October 01, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, October 08, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, October 15, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, October 22, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, October 29, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, November 05, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, November 12, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, November 19, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, November 26, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, December 03, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, December 10, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, December 17, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, December 24, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, December 31, 2015 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, January 07, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, January 14, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, January 21, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, January 28, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, February 04, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, February 11, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, February 18, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, February 25, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, March 03, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, March 10, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, March 17, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, March 24, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, March 31, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, April 07, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, April 14, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, April 21, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, April 28, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, May 05, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, May 12, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, May 19, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, May 26, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, June 02, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, June 09, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, June 16, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, June 23, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, June 30, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, July 07, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, July 14, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, July 21, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, July 28, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, August 04, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, August 11, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, August 18, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, August 25, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, September 01, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
| Thursday, September 08, 2016 |
|
|
37,500 |
|
|
Market (TWAP) |
|
NA |
|
Day Only |
Skullcandy, Inc. (MM) (NASDAQ:SKUL)
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From Jun 2024 to Jul 2024
Skullcandy, Inc. (MM) (NASDAQ:SKUL)
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