FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PASCHEL SAMUEL R JR 		2. Issuer Name and Ticker or Trading Symbol

SKULLCANDY, INC. [ SKUL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CHIEF COMMERCIAL OFFICER
(Last)          (First)          (Middle)

C/O SKULLCANDY, INC., 1441 WEST UTE BOULEVARD, SUITE 250 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/3/2016
(Street)

PARK CITY, UT 84098
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/3/2016     D    74553   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
STOCK OPTION (RIGHT TO BUY)   $8.5   10/3/2016     D         17648      (2) (3) 12/11/2022   COMMON STOCK   17648.0     (2) 0   D    
STOCK OPTION (RIGHT TO BUY)   $5.07   10/3/2016     D         46816      (2) (4) 8/6/2023   COMMON STOCK   46816.0     (2) 0   D    
STOCK OPTION (RIGHT TO BUY)   $9.11   10/3/2016     D         62111      (2) (5) 3/12/2024   COMMON STOCK   62111.0     (2) 0   D    
STOCK OPTION (RIGHT TO BUY)   $10.58   10/3/2016     D         58479      (2) (6) 3/17/2025   COMMON STOCK   58479.0     (2) 0   D    
STOCK OPTION (RIGHT TO BUY)   $4.12   10/3/2016     D         104651      (2) (7) 3/7/2026   COMMON STOCK   104651.0     (2) 0   D    

Explanation of Responses:
( 1)  Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 23, 2016, by and among Skullcandy, Inc., a Delaware corporation (the "Company"), MRSK Hold Co., a Delaware corporation ("Parent"), and MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent, the reporting person disposed of 37,859 shares of the Company's common stock in the merger and Offer (as defined in the Merger Agreement) in exchange for $6.35 per share in cash (the "Offer Price"), and 18,491 unvested time-based restricted stock units and 18,203 unvested performance-based restricted stock units (with respect to restricted stock units awarded that vest in whole or in part on basis of achievement of performance goals, the number of restricted stock units that would vest at 100% of targeted performance is reflected), each of which was cancelled in exchange for the Offer Price.
( 2)  Pursuant to the terms of the Merger Agreement, each stock option of the Company, whether vested or unvested, was cancelled in exchange for a cash payment with respect thereto equal to the product of (A) the excess, if any, of (1) the Offer Price over (2) the exercise price per share of such option, and (B) the number of shares of common stock underlying such option.
( 3)  The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on September 14, 2013.
( 4)  The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on August 6, 2014.
( 5)  The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 12, 2015.
( 6)  The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 17, 2016.
( 7)  The original vesting term of the option was as follows: the option vests in four equal annual installments, with the first installment vesting on March 7, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PASCHEL SAMUEL R JR
C/O SKULLCANDY, INC.
1441 WEST UTE BOULEVARD, SUITE 250
PARK CITY, UT 84098

CHIEF COMMERCIAL OFFICER

Signatures
/s/ Patrick D. Grosso, Attorney-in-Fact for Samuel R. Paschel, Jr. 10/3/2016
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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