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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(Print or Type Responses)

1. Name and Address of Reporting Person * Teffner Carrie W.   2. Issuer Name and Ticker or Trading Symbol Crocs, Inc. [CROX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Chief Financial Officer (Last) (First) (Middle) C/O CROCS, INC. 7477 E DRY CREEK PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 12/16/2015 (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 12/16/2015   D   1,328 (1) D $ 0 7,962 D   Common Stock 12/16/2015   A   80,148 (2) (3) A $ 0 88,110 D   Common Stock 12/16/2015   A   80,148 (2) (4) A $ 0 168,258 D

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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Teffner Carrie W. C/O CROCS, INC. 7477 E DRY CREEK PARKWAY NIWOT, CO 80503			EVP, Chief Financial Officer

Signatures

/s/ Dan Hart, Attorney-in-Fact		12/18/2015
**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)	Effective December 16, 2015, Carrie Teffner was appointed Executive Vice President and Chief Financial Officer of the Issuer, and she resigned as a member of the issuer's Board of Directors. In connection with her resignation from the Board of Directors, 1,328 shares of restricted stock previously awarded for board service were cancelled.
(2)	Represents restricted stock units granted to the reporting person under the issuer's 2015 Equity Incentive Plan. Each restricted stock unit represents the contingent right to receive one share of the issuer's common stock.
(3)	The restricted stock units vest in three equal annual installments on December 16, 2016, December 16, 2017 and December 16, 2018, provided that the reporting person remains in continuous service with the issuer as of each vesting date.
(4)	The restricted stock units vest based on the achievement of certain stock prices of the issuer over a four year period from the grant date, provided that the reporting person remains in continuous service with the issuer as of each vesting date (subject to certain exceptions).

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