- Amended Statement of Ownership (SC 13G/A)
February 17 2009 - 6:07AM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE
COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
(Name of Issuer)
Common
Stock, par value $0.001
(Title of Class of
Securities)
(CUSIP Number)
(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
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*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
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1.
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Names of Reporting Persons
Cascade Investment, L.L.C.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
State of Washington
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
3,000,000
(1)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
3,000,000
(1)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,000,000
(1)
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
3.6%
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12.
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Type of Reporting Person
(See Instructions)
OO
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(1)
All shares of Common Stock beneficially owned
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 beneficially owned 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
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1.
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Names of Reporting Persons
Bill & Melinda Gates Foundation Trust
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
State of Washington
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
3,000,000
(1)
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
3,000,000
(1)
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,000,000
(1)
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
3.6%
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12.
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Type of Reporting Person
(See Instructions)
OO
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(1)
For purposes
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all
shares of Common Stock beneficially owned 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 beneficially
owned 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.
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3
CUSIP No. 227046109
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1.
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Names of Reporting Persons
William H. Gates III
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
3,000,000
(1)
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6.
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Shared Voting Power
3,000,000
(2)
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7.
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Sole Dispositive Power
3,000,000
(1)
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8.
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Shared Dispositive Power
3,000,000
(2)
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
6,000,000
(1) (2)
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
7.2%
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12.
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Type of Reporting Person
(See Instructions)
IN
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(1)
All shares of Common Stock beneficially owned
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 beneficially owned 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
beneficially owned 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 beneficially owned 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
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1.
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Names of Reporting Persons
Melinda French Gates
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of
Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
3,000,000
(1)
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
3,000,000
(1)
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9.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,000,000
(1)
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10.
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class
Represented by Amount in Row (9)
3.6%
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12.
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Type of Reporting Person
(See Instructions)
IN
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(1)
For purposes of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended, all shares of Common Stock
beneficially owned 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 beneficially owned 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.
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(a)
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Name of Issuer
Crocs, Inc. (the Issuer)
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(b)
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Address of Issuers
Principal Executive Offices
6328 Monarch Park Place
Niwot, Colorado 80503
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Item
2.
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(a)
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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)
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(b)
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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 1551 Eastlake Avenue E., Seattle, Washington 98102
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(c)
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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.
Mr. and Mrs. Gates are citizens of the United States of America.
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(d)
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Title of Class of
Securities
Common Stock, $0.001 Par Value (the Common Stock)
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(e)
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CUSIP Number
227046109
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(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.
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Item 3.
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If this statement is filed pursuant
to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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Not Applicable.
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Item 4.
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Ownership
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Provide the following
information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
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(a)
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Amount beneficially
owned:
See the responses to Item
9 on the attached cover pages.
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(b)
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Percent of class:
See the responses to Item 11
on the attached cover pages.
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(c)
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Number of shares as to
which the person has:
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(i)
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Sole power to vote or to
direct the vote
See the responses to Item 5
on the attached cover pages.
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6
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(ii)
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Shared power to vote or to
direct the vote
See the responses to Item 6
on the attached cover pages.
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(iii)
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Sole power to dispose or
to direct the disposition of
See the responses to Item
7 on the attached cover pages.
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(iv)
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Shared power to dispose or
to direct the disposition of
See the responses to Item 8
on the attached cover pages.
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Item 5.
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Ownership of 5 Percent or Less of a
Class
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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 5 percent of the class of securities, check the
following
o
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Item 6.
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Ownership of More than 5 Percent on
Behalf of Another Person
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Not Applicable.
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Item 7.
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Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
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Not Applicable.
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Item 8.
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Identification and Classification
of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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Item 10.
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Certification
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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.
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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:
February 13, 2009
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CASCADE INVESTMENT,
L.L.C.
(1)
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By
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/s/Michael Larson
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Name:
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Michael Larson
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Title:
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Business Manager
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BILL & MELINDA
GATES FOUNDATION TRUST
(1)
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By
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/s/Michael Larson
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Name:
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Michael Larson
(2)
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Title:
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Attorney-in-fact for
each of the Co-
Trustees, William H. Gates III and
Melinda French Gates
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WILLIAM H. GATES III
(1)
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By
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/s/Michael Larson
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Name:
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Michael Larson
(2)(3)
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Title:
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Attorney-in-fact
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MELINDA FRENCH GATES
(1)
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By
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/s/Michael Larson
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Name:
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Michael Larson
(2)
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Title:
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Attorney-in-fact
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(1)
This amendment is being filed
jointly by Cascade Investment, L.L.C., the Bill & Melinda Gates
Foundation Trust, William H. Gates III and Melinda French Gates pursuant to the
Joint Filing Agreement dated November 11, 2008 and included with the
signature page to Cascade Investment, L.L.C.s Schedule 13G with respect
to Crocs, Inc. filed on November 12, 2008, SEC File
No. 005-81777, and incorporated by reference herein.
(2)
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.
(3)
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.
8
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