Statement of Changes of Beneficial Ownership


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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Pedersen Robert G II
2. Issuer Name and Ticker or Trading Symbol

Zagg INC [ ZAGG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

3855 SOUTH 500 WEST, SUITE J
3. Date of Earliest Transaction (MM/DD/YYYY)

7/8/2009
(Street)

SALT LAKE CITY, UT 84115
(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
Common Stock   7/8/2009     S    800000   D $8   5832557   I   By Sun Creek, LLC  
Common Stock   7/8/2009     G    2000000   (3) D $0   3832557   (1) I   By Sun Creek, LLC  

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants   $1.3   7/8/2009     S      230769       7/8/2009   11/29/2012   Common Stock   230769   $0   (2) 539231   D    

Explanation of Responses:
( 1)  Following this transaction, Mr. Pedersen holds 1,632,557 shares of the Issuer's common stock directly and 2,200,000 shares indirectly through Sun Creek LLC
( 2)  The warrants to purchase 230,769 shares of common stock were included in the sales price of the 800,000 shares of common stock disposed of listed on page 1.
( 3)  Mr. Pedersen, acting as the grantor/settlor of the trusts and the public foundation may receive income and/or other tax benefits for the benefit of Mr. Pedersen and his family during their lifetimes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Pedersen Robert G II
3855 SOUTH 500 WEST
SUITE J
SALT LAKE CITY, UT 84115
X X CEO

Signatures
/s/Robert Pedersen II 7/8/2009
** 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 4(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).
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