Crocs, Inc. — Director's Dealing 2023

Mar 10, 2023

SEC Form 4/A — Form 4/A

Issuer: Crocs, Inc. (CROX)
CIK: 0001334036
Period of Report: 2023-03-02

Reporting Person: MICHAELS ADAM (EVP, Chief Digital Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-02	Common Stock	A	13161	—	Acquired	120925	Direct
2023-03-03	Common Stock	D	4686	—	Disposed	116239	Direct
2023-03-03	Common Stock	F	1285	$125.54	Disposed	114954	Direct
2023-03-04	Common Stock	F	1817	$125.06	Disposed	113137	Direct

Footnotes

F1: Represents 13,161 restricted stock units (RSUs) granted to the reporting person under the issuer's 2020 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the issuer's common stock. The RSUs vest as follows: (i) 2,633 of the RSUs vest in three equal annual installments on March 2, 2024, March 2, 2025 and March 2, 2026, (ii) up to 5,264 of the RSUs vest in three equal annual installments beginning on the date in 2024 that the issuer's compensation committee certifies that certain performance metrics are achieved and (iii) up to 5,264 of the RSUs vest on the date in 2026 that the issuer's compensation committee certifies that certain performance metrics are achieved, provided, in each case, that the reporting person remains employed by the issuer as of each applicable 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: On March 6, 2023, the reporting person filed a Form 4 which inadvertently understated the number of shares withheld to pay taxes due upon vesting of a restricted stock unit award (the "Inadvertent Understatement"). The original Form 4 indicated that the number of shares withheld was 691 and the number of shares owned following the reported transaction was 115,548. However, the number of shares withheld was 1,285 and the number of shares owned following the transaction was 114,954.

F5: As a result of the Inadvertent Overstatement, the original Form 4 indicated that the number of shares owned following the reported transaction was 113,731. However, the number of shares owned following the transaction was 113,137.