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 *

Frey Martin

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/1/2017 

3. Issuer Name and Ticker or Trading Symbol

Fossil Group, Inc. [FOSL]

(Last)        (First)        (Middle)

901 S. CENTRAL EXPRESSWAY

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP /

(Street)

RICHARDSON, TX 75080       

(City)              (State)              (Zip)
5. 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 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)
Common Stock   47619   (1) D    

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
Stock Options (Right to Buy)   3/15/2010   3/15/2019   Common Stock   550   $13.65   D    
Stock Options (Right to Buy)   3/15/2011   3/15/2020   Common Stock   2833   $38.395   D    
Stock Options (Right to Buy)   3/15/2012   3/15/2021   Common Stock   6375   $81.23   D    
Stock Options (Right to Buy)   3/15/2013   3/15/2022   Common Stock   4250   $127.835   D    

Explanation of Responses:
(1)  This amount includes 41,954 restricted stock units [Vests as to 1,881 on 3/15/18; 1,179 on 3/15/19; 12,966 on 4/15/18, 12,964 on 4/15/19, 12,964 on 4/15/20].

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Frey Martin
901 S. CENTRAL EXPRESSWAY
RICHARDSON, TX 75080

EVP

Signatures
Martin Frey 5/8/2017
** 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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