FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

SEQUENTIAL BRANDS GROUP, INC.

2. Date of Event Requiring Statement (MM/DD/YYYY)
12/7/2012 

3. Issuer Name and Ticker or Trading Symbol

Heelys, Inc. [HLYS]

(Last)        (First)        (Middle)

17383 SUNSET BOULEVARD,, SUITE A310

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ See Explanation of Responses

(Street)

PACIFIC PALISADES, CA 90272       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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

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


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
No securities beneficially owned   (1) (2) (3) (4) (5) 0   I   See Footnotes   (1) (2) (3) (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  This report is filed jointly by Sequential Brands Group, Inc., a Delaware corporation ("Sequential"), Wheels Merger Sub Inc., a Delaware corporation ("Merger Sub"), TCP WR Acquisition, LLC, a Delaware limited liability company ("TCP"), Tengram Capital Associates, LLC, a Delaware limited liability company, Matthew Eby, Richard Gersten and William Sweedler (each, a "Reporting Person" and, collectively, the "Reporting Persons"). The name, address and relationship to Heelys, Inc. ("Heelys") of each Reporting Person are disclosed herein.
( 2)  Sequential and Merger Sub are parties to certain voting agreements (the "Voting Agreements"), pursuant to which Capital Southwest Venture Corporation and Patrick F. Hamner agreed to vote all shares beneficially owned by them in favor of adoption of that certain agreement and plan of merger (the "Merger Agreement") by and among Sequential, Merger Sub and Heelys and the transactions contemplated thereby and against any alternative proposal or any other action that is reasonably likely to adversely affect or interfere with the consummation of the transactions contemplated by the Merger Agreement. Capital Southwest Venture Corporation owns 9,317,310 shares of Heelys common stock, par value $0.001 per share (the "Heelys Common Stock").
( 3)  Mr. Hamner owns 363,150 shares of Heelys Common Stock and options to buy 790,000 shares of Heelys Common Stock for $4.05 per share (the "Options"). The Options were granted on June 23, 2006 and currently are exercisable. Pursuant to the Heelys 2006 Stock Incentive Plan, the Options expire on the date that is the earlier of: (i) ten (10) years from the date of the grant of the Options; (ii) three (3) months after Mr. Hamner no longer is serving in any capacity as an employee, consultant or director of Heelys for a reason other than his death or disability; (iii) one (1) year after the death of Mr. Hamner; or (iv) one (1) year after the disability of Mr. Hamner.
( 4)  TCP owns debentures convertible into and warrants to purchase approximately 74.3% of the outstanding shares of Sequential common stock. TCP is controlled by Tengram Capital Associates, LLC. Messrs. Eby, Gersten and Sweedler are members of Tengram Capital Associates, LLC. Messrs. Eby, Gersten and Sweedler also are directors of Sequential.
( 5)  The Reporting Persons do not have any pecuniary interest in these securities and thus disclaim beneficial ownership thereof. Moreover, TCP, Tengram Capital Associates, LLC and Messrs. Eby, Gersten and Sweedler do not have any voting or dispositive power over these securities and thus further disclaim beneficial ownership thereof. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose.

Remarks:
Material to Be Filed as Exhibits: Exhibit 24.1 Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SEQUENTIAL BRANDS GROUP, INC.
17383 SUNSET BOULEVARD,
SUITE A310
PACIFIC PALISADES, CA 90272


See Explanation of Responses
Wheels Merger Sub Inc.
C/O SEQUENTIAL BRANDS GROUP, INC.
17383 SUNSET BOULEVARD, SUITE A310
PACIFIC PALISADES, CA 90272


See Explanation of Responses
Tengram Capital Associates, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880


See Explanation of Responses
TCP WR Acquisition LLC
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880


See Explanation of Responses
Eby Matthew
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880


See Explanation of Responses
Gersten Richard D.
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880


See Explanation of Responses
SWEEDLER WILLIAM
C/O TENGRAM CAPITAL ASSOCIATES, LLC
15 RIVERSIDE AVENUE
WESTPORT, CT 06880


See Explanation of Responses

Signatures
/s/ Yehuda Shmidman, Chief Executive Officer, Sequential Brands Group, Inc. 12/17/2012
** Signature of Reporting Person Date

/s/ Yehuda Shmidman, attorney in fact, Wheels Merger Sub Inc. 12/17/2012
** Signature of Reporting Person Date

/s/ Yehuda Shmidman, attorney in fact, Tengram Capital Associates, LLC 12/17/2012
** Signature of Reporting Person Date

/s/ Yehuda Shmidman, attorney in fact, TCP WR Acquisition LLC 12/17/2012
** Signature of Reporting Person Date

/s/ Yehuda Shmidman, attorney in fact, Matthew Eby 12/17/2012
** Signature of Reporting Person Date

/s/ Yehuda Shmidman, attorney in fact, Richard Gersten 12/17/2012
** Signature of Reporting Person Date

/s/ Yehuda Shmidman, attorney in fact, William Sweedler 12/17/2012
** 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 5(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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