Crocs, Inc. — Director's Dealing 2011

Jul 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2011-06-29

Reporting Person: SMACH THOMAS J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-29	Common Stock	A	3899	—	Acquired	43405	Direct
2011-06-29	Common Stock	A	1949	—	Acquired	45354	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-29	Employee Stock Option (Right to Buy)	$25.65	A	10000	Acquired	2018-06-29	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4400	Indirect

Footnotes

F1: Pursuant to the issuer's Board of Directors Compensation Plan, the Board of Directors granted $100,000 of common stock to each non-employee director under the issuer's 2007 Equity Incentive Plan (As Amended and Restated), based on the $25.65 closing price of the common stock on June 29, 2011, as quoted on the NASDAQ Global Select Market.

F2: Pursuant to the issuer's Board of Directors Compensation Plan, the reporting person elected to receive $50,000 of restricted stock issued under the issuer's 2007 Equity Incentive Plan (As Amended and Restated) in lieu of cash compensation. The restricted stock issued to the reporting person is based on the $25.65 closing price of the issuer's common stock on June 29, 2011, as quoted on the NASDAQ Global Select Market. The restricted stock vests in four equal installments on September 29, 2011, December 29, 2011, March 29, 2012 and June 29, 2012.

F3: The reporting person disclaims beneficial ownership of these securities except to the extent the reporting person is deemed to have a pecuniary interest in the securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: The option vests in four equal annual installments on June 29, 2012, June 29, 2013, June 29, 2014 and June 29, 2015.