GREENBERG ROBERT → SKECHERS USA INC

This Amendment No. 3 (the "Amendment") amends the Statement on Schedule 13D that was filed with the Securities and Exchange Commission on June 23, 2016, as amended by Amendment No. 1 filed on June 30, 2016, as further amended by Amendment No. 2 filed on November 10, 2022 (the "Schedule 13D"), by Robert Greenberg and the Skechers Voting Trust. This Amendment supplements the disclosure in Item 4 of the Schedule 13D by adding the following: Merger Agreement: As disclosed on the Current Report on Form 8-K filed by the Issuer with the SEC on May 5, 2025, the Issuer entered into an Agreement and Plan of Merger dated May 4, 2025 (the "Merger Agreement") with Beach Acquisition Co Parent, LLC, a Delaware limited liability company ("Parent"), and Beach Acquisition Merger Sub, Inc., a Delaware corporation and a subsidiary of Parent ("Merger Sub" and together with Parent, the "Buyer Parties"). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the surviving corporation and becoming a subsidiary of Parent (the "Merger"). The Buyer Parties are affiliates of investment funds managed by 3G Capital Partners L.P. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement. The board of directors of the Issuer (the "Board"), acting on the unanimous recommendation of an independent committee of the Board, comprised solely of independent directors and established by the Board for the purpose of reviewing, evaluating and negotiating the Merger (the "Independent Committee"), has approved the Merger Agreement and the transactions contemplated thereby, including the Merger (collectively, the "Transaction"). Among other things, the Merger Agreement requires that the Issuer obtain an irrevocable written consent (the "Written Consent") by certain stockholders, including the Reporting Persons, who collectively hold approximately 60% of the combined voting power of the outstanding shares of Issuer's Common Stock (the "Required Stockholders"), approving and adopting the Merger Agreement and the Transaction. Following the execution of the Merger Agreement, on May 4, 2025, the Reporting Persons, the Greenberg Family Trust, and other Required Stockholders executed and delivered the required written consent to the Issuer. The delivery of the Written Consent constituted the necessary approvals of stockholders for the approval of the Transaction, subject to the other conditions set forth in the Merger Agreement. If the Merger is consummated, the Issuer intends to delist its Class A Common Stock from the New York Stock Exchange and deregister its Class A Common Stock under the Securities Exchange Act of 1934, as amended. Support Agreement: In connection with entering into the Merger Agreement, on May 4, 2025, the Issuer entered into a support agreement (the "Support Agreement") with the Reporting Persons pursuant to which each Reporting Person has agreed to, among other things, vote against (a) any action or agreement that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (b) any Acquisition Proposal (as defined in the Merger Agreement) or approval of any other proposal, transaction, agreement or action, made in opposition to or in competition with, or that would reasonably be expected to prevent, materially delay or impede the consummation of, the Merger Agreement or the Transaction. In addition, each Reporting Person has agreed to (x) elect to receive the Mixed Election Consideration (as defined in the Merger Agreement) in the Transaction pursuant to, and in accordance with, the terms and conditions of the Merger Agreement and (y) waive any appraisal rights to which it may be entitled pursuant to the applicable law in connection with the Transaction, including the Merger. The Support Agreement also includes certain restrictions on transfer of shares of the Issuer's Common Stock by each Reporting Person. The foregoing description of the Support Agreement does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the Support Agreement, a copy of which is attached hereto as Exhibit 99.1. In connection with the Merger, the Reporting Persons shall receive for each share of Class A Common Stock and/or each share of Class B Common Stock, as the case may be, an amount in cash equal to $57.00 and one limited liability company unit of Parent, subject to election mechanics and proration as described in the Merger Agreement.