Crocs, Inc. — Director's Dealing 2016

Mar 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2016-03-01

Reporting Person: Hart Daniel P (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	A	112730	$0.00	Acquired	258509	Direct
2016-03-01	Common Stock	F	7119	$9.14	Disposed	251390	Direct

Footnotes

F1: Represents 112,730 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) 22,546 of the restricted stock units vest in three equal annual installments on March 1, 2017, March 1, 2018 and March 1, 2019, provided that the reporting person remains employed by the issuer as of each vesting date, and (ii) up to 90,184 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 56,755 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 restricted stock unit awards.