Crocs, Inc. — Director's Dealing 2018

Mar 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2018-03-08

Reporting Person: Rees Andrew (Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-08	Common Stock	A	260382	$0.00	Acquired	906569	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	217215	Indirect

Footnotes

F1: Represents 260,382 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) 51,452 of the restricted stock units vest in three equal annual installments on March 8, 2019, March 8, 2020 and March 8, 2021, provided that the reporting person remains employed by the issuer as of each vesting date, and (ii) up to 208,930 of the restricted stock units vest in three equal annual installments beginning on the date in 2019 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: Includes 65,427 shares previously reported as held directly by the reporting person, which are currently held directly by the V&M REES REV. TRUST.

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.