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 *
BLACKSHAW RICHARD

(Last) (First) (Middle)
C/O CROCS, INC.
13601 VIA VARRA

(Street)
BROOMFIELD CO 80020

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/14/2022
3. Issuer Name and Ticker or Trading Symbol
Crocs, Inc. [ CROX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Brand President
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 30,511 (1)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 29,861 Restricted Stock Units (RSUs) that are not fully vested: (i) 14,308 RSUs will vest based on the achievement of certain performance metrics of HEYDUDE, payable within four years following the acquisition of HEYDUDE by the issuer on February 17, 2022 and February 17, 2026, (ii) 3,577 RSUs vests in three equal annual installments, beginning on December 22, 2022, (iii) 2,366 RSUs vest in three equal annual installments, beginning on March 3, 2023, and (iv) up to 9,610 RSUs vest in three equal annual installments, beginning on the date in 2023 that the issuer's Compensation Committee certifies that certain performance metrics are achieved, provided that, in each case, the reporting person remains employed by the issuer as of the applicable vesting date.
/s/Dan Hart, Attorney-in-Fact 06/28/2022
** 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.
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powerofattorney_blacksha
POWER OF ATTORNEY I, Richard Blackshaw, hereby authorize and designate each of Dan Hart, Anne Mehlman, Jessica Leedy, Ned Prusse and Jason Day, signing singly, as my true and lawful attorney-in-fact to: (1) execute for and on my behalf, in my capacity as an officer and/or director of Crocs, Inc. and its affiliates (the "Company"), the Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder; (2) do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form ID or Form 3, 4 or 5 and timely file such form with the Securities and Exchange Commission, any stock exchange or similar authority; and (3) take any other action of any type whatsoever related to the Company in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. I hereby further grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper, in connection with matters related to the Company, to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitutes or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until I am no longer required to file the Form ID or Forms 3, 4 and 5 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 14th day of June, 2022. Kick. Plackslaw Richard Blackshaw