Crocs (CROX) Form 3 Crocs / SHANNON SISLER ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SISLER SHANNON

(Last) (First) (Middle)

C/O CROCS, INC.

13601 VIA VARRA

(Street)

BROOMFIELD CO 80020

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/14/2022

3. Issuer Name and Ticker or Trading Symbol
Crocs, Inc. [ CROX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief People Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	56,099(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 12,004 fully vested Restricted Stock Units (RSUs). The following awards are not fully vested (i) 5,417 RSUs vest on September 19, 2022, (ii) 4,481 RSUs vest on March 4, 2023, (iii) 3,637 RSUs vest in two equal annual installments, on August 3, 2022 and August 3, 2023, (iv) 2,584 RSUs vest on May 26, 2023, (v) 5,167 RSUs vest in two equal annual installments on July 22, 2022 and July 22, 2023, (vi) 11,627 RSUs vest in three equal annual installments, beginning on August 17, 2022, (vii) 3,351 RSUs vest in two equal annual installments on March 3, 2023 and March 3, 2024, (viii) 1,547 RSUs vest in three equal annual installments, beginning on March 3, 2023, and (ix) up to 6,284 RSUs 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, in each case, the reporting person remains employed by the issuer as of the applicable vesting date.

Remarks:

	/s/Dan Hart, Attorney-in-Fact	06/28/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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