Crocs, Inc. — Director's Dealing 2021

Mar 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2021-03-03

Reporting Person: Rees Andrew (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-03	Common Stock	A	118134	—	Acquired	1055441	Direct
2021-03-04	Common Stock	D	58810	—	Disposed	996631	Direct
2021-03-04	Common Stock	F	27696	$75.16	Disposed	968935	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	249748	Indirect

Footnotes

F1: Represents 118,134 restricted stock units granted to the reporting person under the issuer's 2020 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) 23,598 of the restricted stock units vest in three equal annual installments on March 3, 2022, March 3, 2023 and March 3, 2024, provided that the reporting person remains employed by the issuer as of each vesting date, and (ii) up to 94,536 of the restricted stock units vest in three equal annual installments beginning on the date in 2021 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: Represents the 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 a restricted stock unit award.

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.