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 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(h) of the Investment Company Act of 1940

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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 (Month/Day/Year) 05/06/2011 (Street) RICHMOND, VA 23235 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 Common Stock 05/06/2011   M   152,713 A $ 1.69 155,165 D   Common Stock 05/06/2011   S   152,713 D $ 21 2,452 D   Common Stock 05/06/2011   S   39,610 D $ 21.0559 (1) 0 I By EGG & RS, LLC (2) Common Stock 05/06/2011   S   39,610 D $ 21.0407 (3) 0 I By RBG & RS, LLC (2) Common Stock 05/06/2011   S   39,610 D $ 21.009 (4) 0 I By BES & RS, LLC (2) Common Stock 05/06/2011   S   39,600 D $ 21.0059 (5) 0 I By CSS & RS, LLC (2) Common Stock 05/09/2011   M   197,717 A $ 1.69 200,169 D   Common Stock 05/09/2011   S   197,717 D $ 21.0349 (6) 2,452 D   Common Stock               666,507 (7) I By The RLS Trust (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Employee Stock Option (Right to Buy)

$ 1.69 (8)

05/06/2011

M

152,713 (8)

(9)

04/27/2012

Common Stock

152,713 (8)

$ 0

197,717 (8)

D

Employee Stock Option (Right to Buy)

$ 1.69 (8)

05/09/2011

M

197,717 (8)

(9)

04/27/2012

Common Stock

197,717 (8)

$ 0

0

D

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/ Jason Day, Attorney-in-Fact		05/10/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $20.95 to $21.085, inclusive. The reporting person undertakes to provide to the issuer, any shareholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (3), (4), (5) and (6) of this Form 4.
(2)	The reporting person is the sole trustee of The RLS Trust and is the sole manager of each of BES & RS, LLC, EGG & RS, LLC, RBG & RS, LLC and CSS & RS, LLC and he exercies voting and investment power over all of the shares beneficially owned by the trust and each company.
(3)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $20.96 to $21.075, inclusive.
(4)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $20.92 to $21.06, inclusive.
(5)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $20.981 to $21.02, inclusive.
(6)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.00 to $21.125, inclusive.
(7)	Includes 7,352 shares previously held directly by the reporting person, which were re-registered in the name of The RLS Trust.
(8)	This option was previously reported as covering 175,215 shares at an exercise price of $3.38 per share, but was adjusted to reflect the 2-for-1 stock split that occured on June 14, 2007.
(9)	The options vested and became exercisable in four equal installments on May 1, 2006, May 1, 2007, May 1, 2008 and May 1, 2009.

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