Crocs, Inc. — Director's Dealing 2011

Jul 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2011-06-28

Reporting Person: MCCARVEL JOHN P (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-28	Common Stock	A	78337	—	Acquired	347786	Direct
2011-06-29	Common Stock	A	38986	—	Acquired	386772	Direct

Footnotes

F1: Represents 78,337 restricted stock units granted to the reporting person under the issuer's 2007 Equity Incentive Plan (As Amended and Restated). Each restricted stock unit represents the contingent right to recieve one share of the issuer's common stock. The restricted stock units vest as follows: (i) one-third of the restricted stock units vest in three equal annual installments on June 15, 2012, June 15, 2013 and June 15, 2014, provided that the reporting person remains employed by the issuer as of each vesting date, and (ii) up to two-thirds of the restricted stock units vest in two equal annual installments on the date in 2013 that the issuer's compensation committee certifies that certain performance metrics are acheived and one year from that date, respectively, provided that the reporting person remains employed by the issuer as of each vesting date.

F2: Represents 38,986 restricted stock units granted to the reporting person under the issuer's 2007 Equity Incentive Plan (As Amended and Restated). Each restricted stock unit represents the contingent right to recieve one share of the issuer's common stock. The restricted stock units vest in three equal annual installments on June 29, 2012, June 29, 2013 and June 29, 2014.