SC 13D/A

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

0

Sole Dispositive Power

0

Shared Dispositive Power

0

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

CROCS, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

227046109

(CUSIP Number)

John G. Finley

345 Park Avenue, 31st Floor

New York, New York 10154

Tel: (212) 583-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 30, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.

CUSIP No. 227046109


1.		Names of Reporting Persons. BLACKSTONE CAPITAL PARTNERS VI L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

CUSIP No. 227046109


1.		Names of Reporting Persons. BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI-ESC L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

CUSIP No. 227046109


1.		Names of Reporting Persons. BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

CUSIP No. 227046109


1.		Names of Reporting Persons. BMA VI L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

CUSIP No. 227046109


1.		Names of Reporting Persons. BCP VI SIDE-BY-SIDE GP L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

CUSIP No. 227046109


1.		Names of Reporting Persons. BLACKSTONE HOLDINGS III L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Quebec, Canada

CUSIP No. 227046109


1.		Names of Reporting Persons. BLACKSTONE HOLDINGS III GP L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

CUSIP No. 227046109


1.		Names of Reporting Persons. BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

CUSIP No. 227046109


1.		Names of Reporting Persons. THE BLACKSTONE GROUP INC. (f/k/a The Blackstone Group L.P.)
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

CUSIP No. 227046109


1.		Names of Reporting Persons. BLACKSTONE GROUP MANAGEMENT L.L.C.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization Delaware

CUSIP No. 227046109


1.		Names of Reporting Persons. STEPHEN A. SCHWARZMAN
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization United States

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Crocs, Inc., a Delaware corporation (the “Issuer”), and amends the initial statement on Schedule 13D filed on February 6, 2014, as amended by Amendment No. 1 to the Schedule 13D filed on December 4, 2018 (collectively, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by the following:

On October 30, 2019, the Issuer, Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI - ESC L.P. and Blackstone Management Partners L.L.C., an indirect subsidiary of The Blackstone Group Inc. (Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI - ESC L.P. and Blackstone Management Partners L.L.C., collectively, the “Sellers”), entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriter named therein (the “Underwriter”). Pursuant to the Underwriting Agreement, the Sellers agreed to sell to the Underwriter in the aggregate 6,864,545 shares of Common Stock at a price of $35.54 per share. The sale of the shares of Common Stock pursuant to the Underwriting Agreement closed on November 4, 2019.

The description of the Underwriting Agreement set forth above in this Item 4 is not intended to be complete and is qualified in its entirety by such agreement, which is filed as an exhibit hereto and is incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:

(a) – (b) None of the Reporting Persons beneficially owns any shares of Common Stock.

(c) The Sellers sold the following shares of Common Stock pursuant to the Underwriting Agreement on November 4, 2019 at a price of $35.54 per share:


Seller	Number of Shares of Common Stock Sold
Blackstone Capital Partners VI L.P.		6,844,929
Blackstone Family Investment Partnership VI -ESC L.P.		17,137
Blackstone Management Partners L.L.C.		2,479

Except as set forth in this Amendment No. 2, none of the Reporting Persons has effected any transaction in shares of Common Stock during the past 60 days.

Item 5(e) of the Schedule 13D is hereby amended and restated as follows:

(e) As of November 4, 2019, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented by the following:

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following:

Underwriting Agreement, dated October 30, 2019, among the Issuer, the Underwriter and Sellers (filed as Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on November 4, 2019, and incorporated herein by reference).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 4, 2019


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

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

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

BMA VI L.L.C.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

BCP VI SIDE-BY-SIDE GP L.L.C.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer


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

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

BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

THE BLACKSTONE GROUP INC.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

STEPHEN A. SCHWARZMAN

By:		/s/ Stephen A. Schwarzman
Name: Stephen A. Schwarzman