Crocs, Inc. — Director's Dealing 2016

Mar 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2016-03-08

Reporting Person: Rees Andrew (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-08	Common Stock	A	265642	$0.00	Acquired	603474	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	54289	Indirect

Footnotes

F1: Represents 265,642 restricted stock units granted to the reporting person under the issuer's 2015 Equity Incentive Plan. 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) 52,492 of the restricted stock units vest in three equal annual installments on March 8, 2017, March 8, 2018 and March 8, 2019, provided that the reporting person remains employed by the issuer as of each vesting date, and (ii) up to 213,150 of the restricted stock units vest in three equal annual installments beginning on the date in 2017 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 166,691 restricted stock units that were cancelled as certain performance metrics relating to the vesting of such awards were not achieved.

F3: The reporting person is a trustee of the V&M REES REV. TRUST and exercises voting and investment power for the shares beneficially owned by the trust.