Crocs, Inc. — Director's Dealing 2012

Jun 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2012-06-05

Reporting Person: CANNON W STEPHEN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-05	Common Stock	A	6068	—	Acquired	6313	Direct
2012-06-05	Common Stock	A	1821	—	Acquired	8134	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	56375	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 $16.48 closing price of the common stock on June 5, 2012, 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 $30,000 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 $16.48 closing price of the common stock on June 5, 2012, as quoted on the NASDAQ Global Select Market. The restricted stock vests in four equal installments on September 5, 2012, December 5, 2012, March 5, 2013 and June 5, 2013.

F3: Includes 730 shares previously held directly by the reporting person, which were re-registered in the name of the W. Stephen Cannon Revocable Trust.

F4: The reporting person is the sole trustee of the W. Stephen Cannon Revocable Trust and exercises voting and investment power over the shares beneficially owned by the trust.