SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Blackstone Holdings III L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Crocs, Inc. [ CROX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/04/2019 S 6,844,929 D $35.54(1) 0 I See Footnotes(2)(5)(6)(7)
Common Stock 11/04/2019 S 17,137 D $35.54(1) 0 I See Footnotes(3)(5)(6)(7)
Common Stock 11/04/2019 S 2,479 D $35.54(1) 0 I See Footnotes(4)(5)(6)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Blackstone Holdings III L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Capital Partners VI L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Family Investment Partnership VI ESC L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Management Associates VI L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BMA VI L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III GP L.P.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Holdings III GP Management L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Group Inc

(Last) (First) (Middle)
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Group Management L.L.C.

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHWARZMAN STEPHEN A

(Last) (First) (Middle)
C/O THE BLACKSTONE GROUP INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
Explanation of Responses:
1. This amount represents the $35.54 sale price per share of the Issuer's common stock, having par value of $0.001 per share (the "Common Stock") received by the Reporting Persons in connection with a secondary block trade which closed on November 4, 2019.
2. These securities are directly held by Blackstone Capital Partners VI L.P.
3. These securities are directly held by Blackstone Family Investment Partnership VI-ESC L.P
4. These securities were directly held by Blackstone Management Partners L.L.C. (collectively with Blackstone Capital Partners VI L.P. and Blackstone Family Investment Partnership VI-ESC L.P., the "Blackstone Entities"), an indirect subsidiary of The Blackstone Group Inc.
5. The general partner of Blackstone Capital Partners VI L.P. is Blackstone Management Associates VI L.L.C. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C. The general partner of Blackstone Family Investment Partnership VI-ESC L.P. is BCP VI Side-by-Side GP L.L.C. The sole member of each of BCP VI Side-by-Side GP L.L.C. and BMA VI L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc. (f/k/a The Blackstone Group L.P.). The sole holder of the Class C common stock of the Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
6. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
7. Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares reported herein directly or indirectly controlled by it or him, but each (other than the Blackstone Entities to the extent of their direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Remarks:
BLACKSTONE CAPITAL PARTNERS VI L.P., By: Blackstone Management Associates VI L.L.C., its general partner, By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 11/04/2019
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI-ESC L.P., By: BCP VI Side-by-Side GP L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 11/04/2019
BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C., By: BMA VI L.L.C., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 11/04/2019
BMA VI L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 11/04/2019
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 11/04/2019
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 11/04/2019
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 11/04/2019
THE BLACKSTONE GROUP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 11/04/2019
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 11/04/2019
/s/ Stephen A. Schwarzman 11/04/2019
** 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 4 (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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