Crocs, Inc. — Director's Dealing 2015

Mar 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2015-03-01

Reporting Person: Lasher Jeff (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-01	Common Stock	A	82500	$0.00	Acquired	159993	Direct
2015-03-01	Common Stock	F	3755	$11.15	Disposed	156238	Direct

Footnotes

F1: Represents 82,500 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 receive one share of the issuer's common stock. The restricted stock units vest as follows: (i) 17,500 of the restricted stock units vest in three equal annual installments on March 1, 2016, March 1, 2017 and March 1, 2018, provided that the reporting person remains employed by the issuer as of each vesting date, and (ii) up to 65,000 of the restricted stock units vest in three equal annual installments beginning on the date in 2016 that the issuer's compensation committee certifies that certain performance metrics are achieved, provided that the reporting person remains employed by the issuer as of each vesting date.

F2: Adjusted to reflect 79,098 restricted stock units that were cancelled as certain performance metrics relating to the vesting of such awards were not achieved.

F3: Represents shares withheld by the issuer to cover tax withholding obligations upon vesting of a restricted stock unit award.