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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GREENWOOD INVESTMENTS, INC.   2. Issuer Name and Ticker or Trading Symbol PHOENIX FOOTWEAR GROUP INC [PXG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 222 BERKELEY STREET, 17TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 07/21/2011 (Street) BOSTON, MA 02116 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

1% Convertible Note due 2014

$ 0.334

07/21/2011

P

$ 1,000,000

(1)

07/21/2014

Common Stock

$ 1,000,000

$ 1,000,000

$ 1,000,000

I

See Footnote (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GREENWOOD INVESTMENTS, INC. 222 BERKELEY STREET 17TH FLOOR BOSTON, MA 02116		X
TANNENBAUM STEVEN 222 BERKELEY STREET 17TH FLOOR BOSTON, MA 02116		X
Greenwood Investors Limited Partnership 222 BERKELEY STREET 17TH FLOOR BOSTON, MA 02116		X
GREENWOOD CAPITAL LIMITED PARTNERSHIP 222 BERKELEY STREET 17TH FLOOR BOSTON, MA 02116		X

Signatures

Steven Tannenbaum		07/25/2011
**Signature of Reporting Person		Date
Steven Tannenbaum, President of Greenwood Investments, Inc.		07/25/2011
**Signature of Reporting Person		Date
Steven Tannenbaum, President of Greenwood Investments, Inc., the General Partner of Greenwood Capital Limited Partnership		07/25/2011
**Signature of Reporting Person		Date
Steven Tannenbaum, President of Greenwood Investments, Inc., the General Partner of Greenwood Investors Limited Partnership		07/25/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The 1% Convertible Notes due 2014 are convertible into common stock at any time at the option of the holder.
(2)	This represents a $500,000 1% Convertible Note due 2014 held by Greenwood Capital Limited Partnership ("Capital") and a $500,000 1% Convertible Note due 2014 held by Greenwood Investors Limited Partnership ("Investors"). Greenwood Investments, Inc. (the "General Partner") is the general partner of Capital and Investors, and Steven Tannenbaum is the President of the General Partner. Each of the Reporting Persons disclaims his or its beneficial ownership of any shares of the above named Issuer reported herein, except to the extent of his or its pecuniary interest therein.

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