Crocs, Inc. — Director's Dealing 2018

Dec 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2018-12-02

Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: Blackstone Capital Partners VI L.P. (10% Owner)
Reporting Person: Blackstone Family Investment Partnership VI ESC L.P. (10% Owner)
Reporting Person: Blackstone Management Associates VI L.L.C. (10% Owner)
Reporting Person: BMA VI L.L.C. (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-02	Common Stock	C	6844929	$14.50	Acquired	6844929	Indirect
2018-12-02	Common Stock	C	17137	$14.50	Acquired	17137	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-02	Series A Convertible Preferred Stock	$14.50	S	99251.5	Disposed		Common Stock (6844929.3233)	Indirect
2018-12-02	Series A Convertible Preferred Stock	$14.50	C	99251.5	Disposed		Common Stock (6844929.3233)	Indirect
2018-12-02	Series A Convertible Preferred Stock	$14.50	S	248.5	Disposed		Common Stock (17137.9268)	Indirect
2018-12-02	Series A Convertible Preferred Stock	$14.50	C	248.5	Disposed		Common Stock (17137.9268)	Indirect

Footnotes

F1: On December 2, 2018, (a) Blackstone Capital Partners VI L.P. ("BCP VI") agreed to sell 99,251.5 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock") to the Issuer for an aggregate price of $182,348,917.17 and convert 99,251.5 shares of Preferred Stock into shares of Issuer common stock, having par value of $0.001 per share (the "Common Stock"), and (b) Blackstone Family Investment Partnership VI-ESC L.P. ("BFIP VI", together with BCP VI, the "Partnerships") agreed to sell 248.5 shares of Preferred Stock for an aggregate price of $456,554.37 and convert 248.5 shares of Preferred Stock into Common Stock. These transactions are expected to close on December 5, 2018.

F2: The number of shares of Common Stock deliverable upon conversion of each share of Preferred Stock is equal to 68.9655 shares, subject to customary anti-dilution and other adjustments. The Preferred Stock was convertible at any time and had no expiration date. The Issuer could mandatorily convert the Preferred Stock into Common Stock after January 27, 2017, if certain conditions were met. Fractional shares are to be paid in cash upon settlement.

F3: These securities are directly held by BCP VI.

F4: These securities are directly held by BFIP VI.

F5: The general partner of BCP VI is Blackstone Management Associates VI L.L.C. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C. The general partner of BFIP VI is BCP VI Side-by-Side GP L.L.C. The sole member of each of BCP VI Side-by-Side GP L.L.C. and BMA VI L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

F6: Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F7: Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each (other than the Partnerships to the extent of their direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.