- Statement of Ownership (SC 13G)
November 12 2008 - 5:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment No. )*
Crocs, Inc.
Common
Stock, par value $0.001
(Title
of Class of Securities)
227046109
November 3,
2008
(Date
of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in 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).
CUSIP
No. 227046109
|
|
|
|
|
1.
|
Names
of Reporting Persons
Cascade Investment, L.L.C.
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
State of Washington
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
2,350,000 (1)
|
|
6.
|
Shared
Voting Power
-0-
|
|
7.
|
Sole
Dispositive Power
2,350,000 (1)
|
|
8.
|
Shared
Dispositive Power
-0-
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,350,000 (1)
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
2.8%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
(1) All shares of Common Stock held by Cascade Investment, L.L.C.
(Cascade) may be deemed to be beneficially owned by William H. Gates III as
the sole member of Cascade. Michael Larson, the Business Manager of Cascade,
has voting and investment power with respect to the shares of Common Stock held
by Cascade. Mr. Larson disclaims any beneficial ownership of the shares of
Common Stock beneficially owned by Cascade and Mr. Gates.
2
CUSIP No. 227046109
|
|
|
|
|
1.
|
Names of Reporting Persons
William H. Gates III
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Citizenship or Place of
Organization
United States of America
|
|
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole Voting Power
2,350,000 (1)
|
|
6.
|
Shared Voting Power
2,350,000 (2)
|
|
7.
|
Sole Dispositive Power
2,350,000 (1)
|
|
8.
|
Shared Dispositive Power
2,350,000 (2)
|
|
|
9.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
4,700,000 (1) (2)
|
|
|
10.
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
|
|
|
11.
|
Percent of Class Represented
by Amount in Row (9)
5.6%
|
|
|
12.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
(1) All
shares of Common Stock held by Cascade may be deemed to be beneficially owned
by William H. Gates III as the sole member of Cascade. Michael Larson, the Business Manager of
Cascade, has voting and investment power with respect to the shares of Common
Stock held by Cascade. Mr. Larson disclaims any beneficial ownership of
the shares of Common Stock beneficially owned by Cascade and Mr. Gates.
(2) For
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, all shares of Common Stock held by the Bill & Melinda Gates
Foundation Trust (the Trust) may be deemed to be beneficially owned by
William H. Gates III and Melinda French Gates as Co-Trustees of the Trust. Michael Larson has voting and investment
power with respect to the shares of Common Stock held by the Trust. Mr. Larson
disclaims any beneficial ownership of the shares of Common Stock beneficially
owned by the Trust or Mr. and Mrs. Gates.
3
CUSIP
No. 227046109
|
|
|
1.
|
Names
of Reporting Persons
Bill & Melinda Gates Foundation Trust
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
United States of America
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
-0-
|
|
6.
|
Shared
Voting Power
2,350,000 (1)
|
|
7.
|
Sole
Dispositive Power
-0-
|
|
8.
|
Shared
Dispositive Power
2,350,000 (1)
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,350,000 (1)
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
2.8%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
(1) For purposes of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, all shares of Common Stock held by the Bill &
Melinda Gates Foundation Trust (the Trust) may be deemed to be beneficially
owned by William H. Gates III and Melinda French Gates as Co-Trustees of the
Trust. Michael Larson has voting and
investment power with respect to the shares of Common Stock held by the Trust. Mr. Larson
disclaims any beneficial ownership of the shares of Common Stock beneficially
owned by the Trust or Mr. and Mrs. Gates.
4
CUSIP
No. 227046109
|
|
|
1.
|
Names
of Reporting Persons
Melinda French Gates
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Citizenship
or Place of Organization
United States of America
|
|
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5.
|
Sole
Voting Power
-0-
|
|
6.
|
Shared
Voting Power
2,350,000 (1)
|
|
7.
|
Sole
Dispositive Power
-0-
|
|
8.
|
Shared
Dispositive Power
2,350,000 (1)
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,350,000 (1)
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
o
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
2.8%
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
(1) For
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, all shares of Common Stock held by the Bill & Melinda Gates
Foundation Trust (the Trust) may be deemed to be beneficially owned by
William H. Gates III and Melinda French Gates as Co-Trustees of the Trust. Michael Larson has voting and investment
power with respect to the shares of Common Stock held by the Trust. Mr. Larson
disclaims any beneficial ownership of the shares of Common Stock beneficially
owned by the Trust or Mr. and Mrs. Gates.
5
Item 1.
|
|
(a)
|
Name
of Issuer
Crocs, Inc. (the Issuer)
|
|
(b)
|
Address
of Issuers Principal Executive Offices
6328 Monarch Park Place
Niwot,
Colorado 80503
|
|
Item 2.
|
|
(a)
|
Name
of Person Filing
Cascade Investment, L.L.C. (Cascade), Bill & Melinda Gates
Foundation Trust (the Trust), Melinda French Gates and William H. Gates III
(1)
|
|
(b)
|
Address
of Principal Business Office or, if none, Residence
Cascade 2365 Carillon Point, Kirkland, Washington 98033
The
Trust 1551 Eastlake Avenue E., Seattle, Washington 98102
Mr. Gates
One Microsoft Way, Redmond, Washington 98052
Mrs. Gates
2365 Carillon Point, Kirkland, Washington
98033
|
|
(c)
|
Citizenship
Cascade is a limited liability company organized under the laws of the State
of Washington.
The
Trust is a charitable trust organized under the laws of the State of
Washington.
Both
Mr. and Mrs. Gates are citizens of the United States of America.
|
|
(d)
|
Title
of Class of Securities
Common Stock, $.001 Par Value (the Common Stock)
|
|
(e)
|
CUSIP
Number
227046109
|
(1)
Neither the present filing nor anything contained herein shall be construed as
an admission that Cascade, the Trust and Mr. and Mrs. Gates
constitute a group for any purpose and the reporting persons expressly
disclaim membership in a group.
Item 3.
|
If this statement is filed pursuant to Rules
13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
|
|
Not
Applicable.
|
Item 4.
|
Ownership
|
Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1.
|
|
(a)
|
Amount
beneficially owned:
See
the responses to Item 9 on the attached cover pages.
|
|
(b)
|
Percent
of class:
See
the responses to Item 11 on the attached cover pages.
|
|
(c)
|
Number
of shares as to which the person has:
|
6
|
|
(i)
|
Sole
power to vote or to direct the vote
See
the responses to Item 5 on the attached cover pages.
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
See
the responses to Item 6 on the attached cover pages.
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
See
the responses to Item 7 on the attached cover pages.
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
See
the responses to Item 8 on the attached cover pages.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If
this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
o
.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of
Another Person
|
|
Not
Applicable.
|
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company
or Control Person
|
|
Not
Applicable.
|
|
Item 8.
|
Identification and Classification of Members of the
Group
|
|
Not
Applicable.
|
|
Item 9.
|
Notice of Dissolution of Group
|
|
Not
Applicable.
|
|
|
Item 10.
|
Certification
|
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
|
7
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.
Date:
November 11, 2008
|
CASCADE
INVESTMENT, L.L.C.
|
|
|
|
By
|
/s/
Michael Larson
|
|
|
Name:
|
Michael
Larson
|
|
|
|
Title:
|
Business
Manager
|
|
|
|
|
|
|
BILL &
MELINDA GATES FOUNDATION TRUST
|
|
|
|
|
|
By
|
/s/
Michael Larson
|
|
|
Name:
|
Michael
Larson (1)
|
|
|
|
Title:
|
Attorney-in-fact
for each of the Co-
Trustees, William H. Gates III and
Melinda French Gates
|
|
|
|
|
|
WILLIAM
H. GATES III
|
|
|
|
|
|
By
|
/s/
Michael Larson
|
|
|
Name:
|
Michael
Larson (1)(2)
|
|
|
|
Title:
|
Attorney-in-fact
|
|
|
|
|
|
MELINDA
FRENCH GATES
|
|
|
|
|
|
By
|
/s/
Michael Larson
|
|
|
Name:
|
Michael
Larson (1)
|
|
|
|
Title:
|
Attorney-in-fact
|
JOINT
FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing
Agreement is attached, hereby agree that such statement is filed, and any
amendments thereto filed by any or all of us, will be filed, on behalf of each
of us.
Date: November 11,
2008
|
CASCADE
INVESTMENT, L.L.C.
|
|
|
|
|
|
By
|
/s/
Michael Larson
|
|
|
Name:
|
Michael
Larson
|
|
|
|
Title:
|
Business
Manager
|
|
|
|
|
|
|
BILL &
MELINDA GATES FOUNDATION TRUST
|
|
|
|
|
|
By
|
/s/
Michael Larson
|
|
|
Name:
|
Michael
Larson (1)
|
|
|
|
Title:
|
Attorney-in-fact
for each of the Co-
Trustees, William H. Gates III and
Melinda French Gates
|
8
|
WILLIAM
H. GATES III
|
|
|
|
|
|
By
|
/s/
Michael Larson
|
|
|
Name:
|
Michael
Larson (1) (2)
|
|
|
|
Title:
|
Attorney-in-fact
|
|
|
|
|
|
MELINDA
FRENCH GATES
|
|
|
|
|
|
By
|
/s/
Michael Larson
|
|
|
Name:
|
Michael
Larson (1)
|
|
|
|
Title:
|
Attorney-in-fact
|
(1)
Duly authorized under Special Power of Attorney appointing Michael
Larson attorney-in-fact, dated November 13, 2006, by and on behalf of
William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.1
to the Bill & Melinda Gates Foundation Trusts Amendment No. 3 to
Schedule 13G with respect to Coca-Cola FEMSA, S.A. de C.V. on February 13,
2007, SEC File No. 005-52421, and incorporated by reference herein.
(2)
Duly authorized under Special Power of Attorney appointing Michael
Larson attorney-in-fact, dated February 3, 2006, by and on behalf of
William H. Gates III, filed as Exhibit 99.1 to Cascade Investment,
L.L.C.s Amendment No. 2 to Schedule 13G with respect to Arch Capital
Group Ltd. on March 7, 2006, SEC File No. 005-45257, and incorporated
by reference herein.
9
Crocs (NASDAQ:CROX)
Historical Stock Chart
From May 2024 to Jun 2024
Crocs (NASDAQ:CROX)
Historical Stock Chart
From Jun 2023 to Jun 2024