Crocs, Inc. — Director's Dealing 2011

May 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2011-05-06

Reporting Person: SHARP RICHARD L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-06	Common Stock	M	152713	$1.69	Acquired	155165	Direct
2011-05-06	Common Stock	S	152713	$21.00	Disposed	2452	Direct
2011-05-06	Common Stock	S	39610	$21.0559	Disposed	0	Indirect
2011-05-06	Common Stock	S	39610	$21.0407	Disposed	0	Indirect
2011-05-06	Common Stock	S	39610	$21.009	Disposed	0	Indirect
2011-05-06	Common Stock	S	39600	$21.0059	Disposed	0	Indirect
2011-05-09	Common Stock	M	197717	$1.69	Acquired	200169	Direct
2011-05-09	Common Stock	S	197717	$21.0349	Disposed	2452	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-06	Employee Stock Option (Right to Buy)	$1.69	M	152713	Disposed	2012-04-27	Common Stock (152713)	Direct
2011-05-09	Employee Stock Option (Right to Buy)	$1.69	M	197717	Disposed	2012-04-27	Common Stock (197717)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	666507	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 $20.95 to $21.085, 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 ranges set forth in footnotes (1), (3), (4), (5) and (6) of this Form 4.

F2: The reporting person is the sole trustee of The RLS Trust and is the sole manager of each of BES & RS, LLC, EGG & RS, LLC, RBG & RS, LLC and CSS & RS, LLC and he exercies voting and investment power over all of the shares beneficially owned by the trust and each company.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $20.96 to $21.075, inclusive.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $20.92 to $21.06, inclusive.

F5: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $20.981 to $21.02, inclusive.

F6: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.00 to $21.125, inclusive.

F7: Includes 7,352 shares previously held directly by the reporting person, which were re-registered in the name of The RLS Trust.

F8: This option was previously reported as covering 175,215 shares at an exercise price of $3.38 per share, but was adjusted to reflect the 2-for-1 stock split that occured on June 14, 2007.

F9: The options vested and became exercisable in four equal installments on May 1, 2006, May 1, 2007, May 1, 2008 and May 1, 2009.