Crocs (CROX) Form 3 Crocs / TERENCE REILLY 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^*

REILLY TERENCE

(Last) (First) (Middle)

C/O CROCS, INC.

500 ELDORADO BLVD #5

(Street)

BROOMFIELD CO 80021

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/04/2024

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, President for HEYDUDE

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	47,770(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 47,770 Restricted Stock Units (RSUs) that are not fully vested. Each RSU represents the contingent right to receive one share of the issuer's common stock. The RSUs vest as follows: (i) 31,325 RSUs vest in two equal annual installments beginning on April 29, 2025, (ii) 3,289 RSUs vest in three equal annual installments, beginning on April 29, 2025, (iii) up to 6,578 of the RSUs vest on the date in 2027 that the issuer's compensation committee certifies that certain performance metrics are achieved, and (iv) up to 6,578 RSUs vest in three equal annual installments, beginning on the date in 2025 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/Sara Hoverstock, Attorney-in-Fact	06/05/2024
	** 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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