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 OF SECURITIES
                                                                                  
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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 *

GREENBERG MICHAEL
2. Issuer Name and Ticker or Trading Symbol

SKECHERS USA INC [ SKX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President
(Last)          (First)          (Middle)

228 MANHATTAN BEACH BLVD.
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2021
(Street)

MANHATTAN BEACH, CA 90266
(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
Class A Common Stock 3/1/2021  A(1)  62500 (2)A$0.00 407413.258 D  
Class A Common Stock 3/3/2021  S  125000 D$38.12 282413.258 D  
Class A Common Stock         28305 (3)I By Chase Greenberg Revocable Trust 
Class A Common Stock         16492 (3)I By Custodial Account for MacKenna Greenberg 
Class A Common Stock         9984 (3)I By Chase Greenberg 2003 Irrevocable Trust 
Class A Common Stock         9984 (3)I By MacKenna Greenberg 2003 Irrevocable Trust 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Award of restricted shares of Class A Common Stock, with one-fourth of the shares vesting on each of March 1, 2022 and the first three anniversaries thereof.
(2) In addition to the shares reported on this Form 4 that vest based on time and continued service with the Issuer, the reporting person also received a performance-based award consisting of an additional 62,500 shares (at "target" performance) that are eligible to vest based on the Issuer satisfying certain performance-based metrics over three years commencing January 1, 2022. The reporting person may earn between 0% and 200% of the "target" number of shares based on performance relative to the performance objectives during the applicable performance period. The exact number of shares that will be earned based on this performance-based vesting, if any, will be calculated and reported as they vest and the number of shares earned is determined over the three-year period.
(3) The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GREENBERG MICHAEL
228 MANHATTAN BEACH BLVD.
MANHATTAN BEACH, CA 90266
X
President

Signatures
Michael Greenberg3/3/2021
**Signature of Reporting PersonDate

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