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^*

SHARP RICHARD L

(Last)

(First)

(Middle)

9020 STONY POINT PARKWAY, SUITE 180

(Street)

RICHMOND

23325

(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	592,694	D
Common Stock	58,405	I	By BES & RS, LLC⁽¹⁾
Common Stock	58,405	I	By EGG & RS, LLC⁽¹⁾
Common Stock	58,405	I	By RBG & RS, LLC⁽¹⁾
Common Stock	58,405	I	By spouse⁽²⁾

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)
Employee Stock Option (right to buy)	⁽³⁾	04/26/2012	Common Stock	175,215	$3.38	D

Explanation of Responses:

1. Mr. Sharp is the sole manager of BES & RS, LLC, EGG & RS, LLC and RBG & RS, LLC and exercises voting and investment power of the shares beneficially owned by each company.

2. The reporting person disclaims beneficial ownership of these securities except to the extent that the reporting person is deemed to have a pecuniary interest in the securities, and this report shall not be deemed an admission that the reporting person is the beneficial owners of such securities for purposes of Section 16 or any other purpose.

3. The option is exercisable in four equal annual installments. The installments become exercisable on May 1, 2006, May 1, 2007, May 1, 2008 and May 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.