Crocs, Inc. — Director's Dealing 2017

Mar 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2017-03-17

Reporting Person: Rees Andrew (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-17	Common Stock	A	384100	$0.00	Acquired	711614	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	151788	Indirect

Footnotes

F1: Represents 384,100 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) 75,900 of the restricted stock units vest in three equal annual installments on March 17, 2018, March 17, 2019 and March 17, 2020, provided that the reporting person remains employed by the issuer as of each vesting date, and (ii) up to 308,200 of the restricted stock units vest in three equal annual installments beginning on the date in 2018 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 178,461 restricted stock units that were cancelled as certain performance metrics relating to the vesting of such awards were not achieved.

F3: Includes 97,499 shares previously reported as held directly by the reporting person, which are currently held directly by the V&M REES REV. TRUST.

F4: 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.