FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHARP RICHARD L 		2. Issuer Name and Ticker or Trading Symbol

Crocs, Inc. [ CROX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

9020 STONY POINT PARKWAY, SUITE 180 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/30/2009
(Street)

RICHMOND, VA 23235
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $14.47   (1) 4/30/2009     D  (2)       58406   (1)     (3) 5/12/2013   Common Stock   58406   $0.07   0   D    
Stock Option (Right to Buy)   $19.61   (4) 4/30/2009     D  (2)       20000   (4)     (5) 10/30/2013   Common Stock   20000   $0.06   0   D    
Stock Option (Right to Buy)   $47.88   4/30/2009     D  (2)       20000      (6) 7/8/2014   Common Stock   20000   $0.02   0   D    

Explanation of Responses:
( 1)  This option was previously reported as covering 29,203 shares at an exercise price of $28.94 per share, but was adjusted to reflect the two-for-one stock split that occurred on June 15, 2007.
( 2)  On April 30, 2009, the issuer canceled the option pursuant to an issuer tender offer described in the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on April 2, 2009, as amended. The reporting person tendered the option in exchange for a cash payment.
( 3)  The canceled option provided for vesting in four equal annual installments on May 12, 2007, May 12, 2008, May 12, 2009 and May 12, 2010.
( 4)  This option was previously reported as covering 10,000 shares at an exercise price of $39.22 per share, but was adjusted to reflect the two-for-one stock split that occurred on June 15, 2007.
( 5)  The canceled option provided for vesting in four equal annual installments on the dates of the four annual meetings of stockholders following the grant date, beginning with the 2007 annual meeting of stockholders.
( 6)  The canceled option provided for vesting in four equal annual installments on the dates of the four annual meetings of stockholders following the grant date, beginning with the 2008 annual meeting of stockholders.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHARP RICHARD L
9020 STONY POINT PARKWAY, SUITE 180
RICHMOND, VA 23235 		X



Signatures
/s/ Erik Rebich, Attorney-in-Fact 5/4/2009
** 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 control number.
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