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 * CROGHAN RAYMOND D   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) C/O CROCS, INC., 6328 MONARCH PARK PLACE 3. Date of Earliest Transaction (Month/Day/Year) 07/31/2007 (Street) NIWOT, CO 80503 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 07/31/2007   S   220 D $ 60.05 3,506 I By trust (1) Common Stock 07/31/2007   S   84 D $ 60.06 3,422 I By trust (1) Common Stock 07/31/2007   S   105 D $ 60.07 3,317 I By trust (1) Common Stock 07/31/2007   S   22 D $ 60.08 3,295 I By trust (1) Common Stock 07/31/2007   S   537 D $ 60.1 2,758 I By trust (1) Common Stock 07/31/2007   S   3 D $ 60.11 2,755 I By trust (1) Common Stock 07/31/2007   S   45 D $ 60.12 2,710 I By trust (1) Common Stock 07/31/2007   S   147 D $ 60.13 2,563 I By trust (1) Common Stock 07/31/2007   S   83 D $ 60.14 2,480 I By trust (1) Common Stock 07/31/2007   S   2 D $ 59.94 4,478 I By trust (1) Common Stock 07/31/2007   S   56 D $ 59.95 4,422 I By trust (1) Common Stock 07/31/2007   S   3 D $ 59.96 4,419 I By trust (1) Common Stock 07/31/2007   S   20 D $ 59.97 4,399 I By trust (1) Common Stock 07/31/2007   S   8 D $ 59.99 4,391 I By trust (1) Common Stock 07/31/2007   S   304 D $ 60 4,087 I By trust (1) Common Stock 07/31/2007   S   231 D $ 60.01 3,856 I By trust (1) Common Stock 07/31/2007   S   76 D $ 60.02 3,780 I By trust (1) Common Stock 07/31/2007   S   43 D $ 60.03 3,737 I By trust (1) Common Stock 07/31/2007   S   11 D $ 60.04 3,726 I By trust (1) Common Stock 07/31/2007   S   220 D $ 60.05 3,506 I By trust (1) Common Stock 07/31/2007   S   84 D $ 60.06 3,422 I By trust (1) Common Stock 07/31/2007   S   105 D $ 60.07 3,317 I By trust (1) Common Stock 07/31/2007   S   22 D $ 60.08 3,295 I By trust (1) Common Stock 07/31/2007   S   537 D $ 60.1 2,758 I By trust (1) Common Stock 07/31/2007   S   3 D $ 60.11 2,755 I By trust (1) Common Stock 07/31/2007   S   45 D $ 60.12 2,710 I By trust (1) Common Stock 07/31/2007   S   147 D $ 60.13 2,563 I By trust (1) Common Stock 07/31/2007   S   83 D $ 60.14 2,480 I By trust (1)

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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)

$ 0.51 (2)

07/31/2007

M

28,516 (2)

(3)

09/01/2011

Common Stock

28,516

$ 0

205,104 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CROGHAN RAYMOND D C/O CROCS, INC. 6328 MONARCH PARK PLACE NIWOT, CO 80503	X

Signatures

/s/ Erik Rebich, Attorney in Fact		08/02/2007
**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 reporting person disclaims beneficial ownership of these securities except to the extent the reporting person is deemed to have a pecuniary interest in the securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2)	This option was previously reported as covering 116,810 shares at an exercise price of $1.02 per share, but was adjusted to reflect the stock split that occurred on June 15, 2007.
(3)	Of the 205,104 options remaining, 88,294 are currently vested. The 116,810 unvested options will vest in two equal installments on September 1, 2007 and September 1, 2008. The option is subject to early exercise.
Remarks: Part 2 (of 2)

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