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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Crocs, Inc. [ CROX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/31/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/31/2007 | S | 2,784 | D | $59.58 | 709,924 | D | |||
Common Stock | 07/31/2007 | S | 5,800 | D | $59.59 | 704,124 | D | |||
Common Stock | 07/31/2007 | S | 7,700 | D | $59.6 | 696,424 | D | |||
Common Stock | 07/31/2007 | S | 5,000 | D | $59.61 | 691,424 | D | |||
Common Stock | 07/31/2007 | S | 2,700 | D | $59.62 | 688,724 | D | |||
Common Stock | 07/31/2007 | S | 2,100 | D | $59.63 | 686,624 | D | |||
Common Stock | 07/31/2007 | S | 1,800 | D | $59.64 | 684,824 | D | |||
Common Stock | 07/31/2007 | S | 2,200 | D | $59.65 | 682,624 | D | |||
Common Stock | 07/31/2007 | S | 900 | D | $59.66 | 681,724 | D | |||
Common Stock | 07/31/2007 | S | 300 | D | $59.67 | 681,424 | D | |||
Common Stock | 07/31/2007 | S | 2,610(1) | D | $60.19 | 0 | I | By child(3) | ||
Common Stock | 33,160(1) | I | By spouse(3) | |||||||
Common Stock | 23,362(1)(4) | I | By child(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (Right to Buy) | $0.51(5) | 07/31/2007 | M | 19,468(5) | (6) | 09/01/2011 | Common Stock | 19,468 | $0 | 272,556(5) | D | ||||
Employee Stock Option (Right to Buy) | $10.5(7) | 07/31/2007 | M | 215,370(7) | (8) | 02/06/2016 | Common Stock | 215,370 | $0 | 584,048(7) | D |
Explanation of Responses: |
1. On June 15, 2007, the common stock of Crocs, Inc. split 2-for-1, resulting in the reporting person's direct ownership of 340,711 and indirect ownership of 30,871 additional shares of common stock. |
3. The reporting person disclaims beneficial ownership of these securities except to the extent 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 owner of such securities for purposes of Section 16 or for any other purpose. |
4. The reporting person no longer has a reportable beneficial interest in 2,610 shares (adjusted for the stock split) of Crocs, Inc. common stock owned by his step-daughter and included in the reporting person's prior ownership reports. |
5. This option was previously reported as covering 146,012 shares at an exercise price of $1.02 per share, but was adjusted to reflect the stock split that occurred on June 15, 2007. |
6. Of the 272,556 options remaining, 19,468 are currently vested. The 253,088 unvested options will vest in a series of 13 equal monthly installments upon the reporting person's completion of each additional month of continuous employment with the issuer. The option is subject to early exercise. |
7. This option was previously reported as covering 399,709 shares at an exercise price of $21 per share, but was adjusted to reflect the stock split that occurred on June 15, 2007. |
8. Of the 584,048 options remaining, 19,468 are currently vested. The 564,580 unvested options will vest in a series of 29 successive equal monthly installments upon the reporting person's completion of each additional month of continuous employment with the issuer. The option is subject to early exercise. |
Remarks: |
Part 3 (of 3) |
/s/ Erik Rebich, Attorney in Fact | 08/02/2007 | |
** 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). | ||
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. |