SEC FORM 3

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^*

MARKS MICHAEL E

(Last)

(First)

(Middle)

C/O CROCS, INC.

6273 MONARCH PARK PLACE

(Street)

NIWOT

80503

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2006

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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	152,452	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Series A Preferred Stock	2,431,985	⁽¹⁾	I	By WB Investors, LLC⁽²⁾
Employee Stock Option (right to buy)	⁽³⁾	08/31/2011	Common Stock	116,810	$1.02	D
Employee Stock Option (right to buy)	⁽⁴⁾	08/31/2012	Common Stock	29,203	$7.15	D

Explanation of Responses:

1. Immediately prior to the anticipated closing date of the Issuer's initial public offering ("IPO") of its common stock, par value $.001 per share, the Issuer will amend and restate its Certificate of Incorporation in order to, among other things, reclassify each of the Issuer's then-outstanding shares of Series A Preferred Stock as common stock (the "Reclassification"). Shares of Series A Preferred Stock will be automatically converted into common stock immediately prior to any sale of such shares, including any sales made in the IPO. After the Reclassification, the Issuer will have no outstanding preferred stock and one class of outstanding common stock. The Series A Preferred Stock has no expiration date and is convertible into shares of common stock on a one-for-one basis.

2. Mr. Marks is the managing member of WB Investors, LLC and exercises voting and investment power over the shares beneficially owned by WB Investor, LLC.

3. The option is exercisable in four equal annual installments. The first installment became exercisable on September 1, 2005, and the next three installments become exercisable on September 1, 2006, September 1, 2007 and September 1, 2008. The option is subject to early exercise.

4. The option is exercisable in four equal annual installments. The installments become exercisable on September 1, 2006, September 1, 2007, September 1, 2008 and September 1, 2009. The option is subject to early exercise.

	/s/ John Gaddis, Attorney in fact	02/07/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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