PXG Phoenix Footwear Grp.,

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Item 1.

(a)           Name of Issuer: Phoenix Footwear Group, Inc. (the “Issuer”).

(b)           Address of the Issuer’s Principal Executive Offices: 5840 El Camino Real, Suite 106, Carlsbad, California 92008.

Item 2.

(a)           Name of Person Filing: This joint statement on Schedule 13G is being filed by Steven Tannenbaum, Greenwood Investments, Inc., Greenwood Capital Limited Partnership and Greenwood Investors Limited Partnership, who are collectively referred to as the “Reporting Persons.”  Mr. Tannenbaum is the President of Greenwood Investments, Inc. (the “General Partner”), which is the sole general partner of each of Greenwood Capital Limited Partnership (“Capital”) and Greenwood Investors Limited Partnership (“Investors”). The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13G as Exhibit 1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

(b)           Address of Principal Business Office: The principal business office of the Reporting Persons with respect to the shares reported hereunder is 420 Boylston Street, 5 th  Floor, Boston, MA 02116.

(c)           Citizenship: The General Partner is a Delaware corporation.  Each of Capital and Investors is a Massachusetts limited partnership.  Mr. Tannenbaum is a U.S. citizen.

(d)           Title and Class of Securities: Common stock, $0.01 par value per share (“Common Stock”).

(e)           CUSIP Number:  71903M100.

Item 3.           If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

N/A.

Item 4.          Ownership:

As of June 11, 2009, the Reporting Persons, in the aggregate, beneficially own 432,000 shares of Common Stock of the Issuer, representing approximately 5.2% of such class of securities.  The beneficial ownership of each Reporting Person is as follows: (i) Capital beneficially owns 219,764 shares of Common Stock representing approximately 2.6% of the class; (ii) Investors beneficially owns 212,236 shares of Common Stock representing approximately 2.5% of the class; and (iii) the General Partner, as the sole general partner of each of Capital and Investors, and Mr. Tannenbaum, as the president of the General Partner, each beneficially owns 432,000 shares of Common Stock of the Issuer representing approximately 5.2% of the class.  The percentage of Common Stock beneficially owned by each Reporting Person is based on a total of

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8,382,762 shares of Common Stock of the Issuer outstanding as of May 7, 2009 as reported in the most recent quarterly report of the Issuer on Form 10-Q for the quarterly period ended April 4, 2009.

Each of Capital and Investors has the power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). The General Partner, as the sole general partner of each of Capital and Investors, has the authority to vote and dispose of all of the shares of Common Stock reported in this Schedule 13G.  Mr. Tannenbaum, by virtue of his position as president of the General Partner, has the authority to vote and dispose of all of the shares of Common Stock reported in this Schedule 13G.

Item 5.          Ownership of Five Percent or Less of a Class:

N/A.

Item 6.          Ownership of More than Five Percent on Behalf of Another Person:

N/A.

Item 7.          Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

N/A.

Item 8.          Identification and Classification of Members of the Group:

N/A.

Item 9.          Notice of Dissolution of Group:

N/A.

Item 10.          Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of June 11, 2009, that only one statement containing the information required by Schedule 13G, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of Phoenix Footwear Group, Inc., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.