Crocs, Inc. — Major Shareholding Notification 2016

Feb 10, 2016

SC 13G/A 1 d96225dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Crocs, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

227046109

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. 227046109 Page 2 of 6

| 1 | NAMES OF REPORTING PERSONS Granahan Investment Management, Inc. | | | --- | --- | --- | | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ | | | 3 | SEC USE ONLY | | | 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts | | | NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER 37,760 | | | 6 | SHARED VOTING POWER 0 | | | 7 | SOLE DISPOSITIVE POWER 309,948 | | | 8 | SHARED DISPOSITIVE POWER 0 | | 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 309,948 | | | 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ | | | 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% (1) | | | 12 | TYPE OF REPORTING PERSON IA | |

(1) Reflects 73,659,154 shares of common stock outstanding as of October 30, 2015, as reported by Crocs, Inc. in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.

CUSIP NO. 227046109 Schedule 13G Page 3 of 6

Item 1(a).	Name of Issuer:
	Crocs, Inc.
Item 1(b).	Address of Issuer’s Principal Executive
Offices:
	7477 East Dry Creek Parkway Niwot, CO 80503
Item 2(a).	Name of Person Filing:
	Granahan Investment Management, Inc.
Item 2(b).	Address of Principal Business Office or, if None,
Residence:
	404 Wyman Street, Suite 460 Waltham, MA 02451
Item 2(c).	Citizenship:
	Massachusetts
Item 2(d).	Title of Class of Securities:
	Common Stock, $0.001 par value per share
Item 2(e).	CUSIP No.:
	227046109
Item 3.	If This Statement is Filed Pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
(a)	¨	Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c);
(c)	¨	Insurance company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d)	¨	Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	x	An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance
with § 240.13d-1(b)(1)(ii)(F);

CUSIP NO. 227046109 Schedule 13G Page 4 of 6

| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | | --- | --- | --- | | (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | | (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | | (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | | (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | | Item 4. | Ownership | | | Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | | | | (a) | Amount beneficially owned: 309,948 | | | (b) | Percent of class: 0.4% | | | (c) | Number of shares as to which the person has: | | | | (i) | sole power to vote or to direct the vote: 37,760 | | | (ii) | shared power to vote or to direct the vote: 0 | | | (iii) | sole power to dispose or to direct the disposition of: 309,948 | | | (iv) | shared power to dispose or to direct the disposition of: 0 | | Item 5. | Ownership of 5 Percent or Less of a Class | | | If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x . | | |

CUSIP NO. 227046109 Schedule 13G Page 5 of 6

Item 6.	Ownership of More than 5 Percent on Behalf of Another Person
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
	Not Applicable
Item 8.	Identification and Classification of Members of the
Group
	Not Applicable
Item 9.	Notice of Dissolution of Group
	Not Applicable
Item 10.	Certifications
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.

CUSIP NO. 227046109 Schedule 13G Page 6 of 6

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

/s/ Jane M. White
Jane M. White, President and CEO
Name/Title