Skechers U.S.A., Inc. has a disclosed passive stake: Pentwater Capital Management LP and Matthew Halbower report beneficial ownership of 7,000,000 shares of Class A common stock, representing 5.4% of the class based on 130,289,468 shares outstanding as of May 2, 2025. The shares are held directly by certain Pentwater funds and the filers state the position was acquired and is held in the ordinary course of business and not to influence control of the company. The reporting persons share voting and dispositive power over these shares and certify the accuracy of the filing.
Positive
Material disclosure of ownership: 7,000,000 shares reported, ensuring transparency about a 5.4% stake
Filed as passive (Schedule 13G): Certifies shares were acquired in the ordinary course and not to influence control
Negative
None.
Insights
TL;DR: Pentwater disclosed a material passive stake of 5.4%, a position large enough to attract investor attention but filed as non-control.
The filing reports 7,000,000 shares (5.4%) held by Pentwater Funds with shared voting and dispositive power. Because this Schedule 13G was used and the certification states the stake is held in the ordinary course and not to influence control, the disclosure signals a sizable investment without activist intent. Investors should note the ownership base used for the percentage calculation: 130,289,468 shares outstanding as of May 2, 2025, per the company prospectus referenced in the filing.
TL;DR: A >5% passive stake requires public disclosure; this filing documents ownership while denying control intent.
The representatives—Pentwater Capital Management LP and Matthew Halbower—disclose shared voting and dispositive power over the reported shares and explicitly state the position was not acquired to change or influence control. The use of Schedule 13G (rather than 13D) confirms the filer classifies the stake as passive under applicable rules. The filing includes the filers' business address and signatures certifying the accuracy of the statement.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SKECHERS USA INC
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
830566105
(CUSIP Number)
06/30/2025
(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)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
830566105
1
Names of Reporting Persons
Pentwater Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
830566105
1
Names of Reporting Persons
Matthew Halbower
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,000,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
SKECHERS USA INC
(b)
Address of issuer's principal executive offices:
228 Manhattan Beach Blvd. Manhattan Beach, California, 90266
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Pentwater Capital Management LP (the "Investment Manager"), a Delaware limited partnership, and the investment adviser to certain funds (the "Pentwater Funds"), with respect to the shares of class A common stock, par value $0.001 per share ("Class A Common Stock") of Skechers USA Inc., a Delaware corporation (the "Company") directly held by the Pentwater Funds; and
(ii) Mr. Matthew Halbower ("Mr. Halbower"), the sole shareholder of MCH PWCM Holdings Inc., the general partner of the Investment Manager, with respect to the shares of Class A Common Stock directly held by the Pentwater Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities and Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 1001 10th Avenue South, Suite 216, Naples, FL 34102.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Halbower is a citizen of the United States.
(d)
Title of class of securities:
Class A Common Stock, par value $0.001 per share
(e)
CUSIP No.:
830566105
Item 3.
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:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 130,289,468 shares of Class A Common Stock outstanding as of May 2, 2025, as reported in the Company's Prospectus filed pursuant to Rule 425 with the Securities and Exchange Commission on May 5, 2025.
(b)
Percent of class:
5.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Pentwater Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Pentwater Capital Management LP
Signature:
/s/ Matthew Halbower
Name/Title:
By: MCH PWCM Holdings Inc., General Partner, By: Matthew Halbower, Chief Executive Officer
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