Crocs, Inc. — Director's Dealing 2011

May 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2011-05-13

Reporting Person: CROGHAN RAYMOND D (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-13	Common Stock	M	40000	$3.58	Acquired	47355	Direct
2011-05-13	Common Stock	S	40000	$22.367	Disposed	7355	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-13	Employee Stock Option (Right to Buy)	$3.58	M	40000	Disposed	2012-08-31	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2480	Indirect
Common Stock	2480	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $22.25 to $22.51, inclusive. The reporting person undertakes to provide to the issuer, any shareholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: 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.

F3: The options vested and became exercisable in four equal installments on September 1, 2006, September 1, 2007, September 1, 2008 and September 1, 2009.

F4: This option was previously reported as covering 29,203 shares at an exercise price of $7.15 per share, but was adjusted to reflect the 2-for-1 stock split that occured on June 14, 2007.