Michael Greenberg Discloses $63 and $57+Unit Merger Consideration in SKX Form 4
Rhea-AI Filing Summary
Michael Greenberg, President and Director of Skechers (SKX), reported on Form 4 that on 09/12/2025 he disposed of both Class A and Class B common stock in connection with the company merger. The filing shows 125,528 shares of Class A common stock were cancelled for cash at $63.00 per share, and 100,797 Class A shares were cancelled in exchange for $57.00 plus one common limited liability company unit of the merger parent per share based on his elections. The report also records withdrawal of 864,111 Class B shares from the Skechers Voting Trust and disposals that reduced his direct holdings; 1,264,618 Class A shares are reported as beneficially owned following the transactions, including 222,555 shares held by The Michael Greenberg Trust.
Positive
- Merger consideration amounts disclosed: $63.00 cash per share for certain cancelled shares
- Alternative merger election disclosed: $57.00 plus one common limited liability company unit of Parent per share
Negative
- Substantial cancellations and disposals: large numbers of Class A and Class B shares were cancelled or disposed of in connection with the merger
- Withdrawal from voting trust: 864,111 Class B shares were withdrawn from the Skechers Voting Trust, changing the trust's holdings
Insights
TL;DR: Insider executed merger-related exchanges and withdrawals, altering voting trust holdings and converting/cancelling substantial equity positions.
The Form 4 documents transactions directly tied to the Merger Agreement with Beach Acquisition Co Parent, LLC. It reports cancellation of unvested restricted Class A shares and underlying RSUs for specified cash or cash-plus-unit consideration, consistent with the merger terms. The withdrawal of 864,111 Class B shares from the Skechers Voting Trust is a factual change in how voting power is held post-closing. The filing also clarifies that 222,555 shares are held in The Michael Greenberg Trust, for which Mr. Greenberg is sole trustee and beneficiary, and are therefore deemed directly owned. This is a procedural, merger-driven ownership update rather than an open-market trade.
TL;DR: Transactions reflect merger consideration elections; material share counts and per-share cash amounts are disclosed.
The report quantifies the exchange values applied: $63.00 cash per share for certain restricted and RSU-derived Class A shares, and an alternative election of $57.00 plus one parent LLC unit per share for others. Table disclosures show post-transaction beneficial ownership figures and conversion mechanics between Class B and Class A shares. These items are directly relevant to cap table post-merger and to voter representation given the ten-to-one voting differential between Class B and Class A shares described in the filing. No other compensation or market trades are reported.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Z | Class B Common Stock | 864,111 | $0.00 | -- |
| Disposition | Class B Common Stock | 1,264,618 | $0.00 | -- |
| Disposition | Class A Common Stock | 125,528 | $63.00 | $7.91M |
| Disposition | Class A Common Stock | 100,797 | $0.00 | -- |
Footnotes (1)
- In accordance with the terms of the Merger Agreement dated May 2, 2025 (the "Merger Agreement") between the Issuer and a subsidiary of Beach Acquisition Co Parent, LLC ("Parent"), as described in the Schedule 14C Information Statement/Prospectus and Notice of Action by Written Consent filed by the Issuer with the Securities and Exchange Commission on August 5, 2025, these securities, comprised of unvested shares of restricted Class A Common Stock and shares of Class A Common Stock underlying unvested restricted stock units, were cancelled and exchanged for the Cash Merger Consideration of $63.00 per share. In accordance with the terms of the Merger Agreement, these securities were cancelled and exchanged for $57.00 plus one common limited liability company unit of Parent per share, in accordance with the elections made by the Reporting Person under the Merger Agreement. Holders of Class A Common Stock and Class B Common Stock generally have identical rights, except that holders of Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to ten votes per share on matters to be voted on by shareholders. Shares of Class B Common Stock are convertible into Class A Common Stock on a one-for-one basis for no additional consideration at any time, with no expiration date, upon voluntary conversion by the holder of such shares or upon any sale or transfer of such shares with certain exceptions. Represents the withdrawal by the Reporting Person of shares of Class B Common Stock from the Skechers Voting Trust. In connection with the consummation of the merger under the Merger Agreement, the Skechers Voting Trust no longer beneficially owns any shares of Class B Common Stock. Includes 222,555 shares held by The Michael Greenberg Trust, of which Michael Greenberg is sole beneficiary and trustee, and therefore Mr. Greenberg is deemed to own these securities directly.
