Crocs, Inc. — Director's Dealing 2022

Mar 8, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2022-03-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-03	Common Stock	A	157177	—	Acquired	1028701	Direct
2022-03-04	Common Stock	F	13809	$71.73	Disposed	1014892	Direct
2022-03-07	Common Stock	F	22533	$67.44	Disposed	992359	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	159748	Indirect

Footnotes

F1: Represents 157,177 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) 31,059 of the restricted stock units vest in three equal annual installments on March 3, 2023, March 3, 2024 and March 3, 2025, provided that the reporting person remains employed by the issuer as of each vesting date, and (ii) up to 126,118 of the restricted stock units vest in three equal annual installments beginning on the date in 2023 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 shares withheld by the issuer to cover tax withholding obligations upon vesting of a restricted stock unit award. The reporting person also chose to pay a portion of the tax withholding obligations upon vesting in cash.

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.