SEC Form 4 · accession 0000899243-18-030053
Crocs, Inc. · CROX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Stephen A Schwarzman
10% Owner
Blackstone Group L.P.
10% Owner
Blackstone Group Management L.L.C.
10% Owner
Blackstone Holdings III L.P.
10% Owner
Blackstone Capital Partners VI L.P.
10% Owner
Blackstone Holdings III GP L.P.
10% Owner
BMA VI L.L.C.
10% Owner
Period of report
Dec 2, 2018
Accepted (ET)
Dec 4, 2018 · 4:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001334036
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F5,F6,F7 | Dec 2, 2018 | C | 6,844,929 | $14.50 | A | 6,844,929 | I | See Footnotes |
| Common StockF2,F4,F5,F6,F7 | Dec 2, 2018 | C | 17,137 | $14.50 | A | 17,137 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F3,F5,F6,F7,F2 | $14.50 | Dec 2, 2018 | S | 99,252 | D | — | — | Common Stock | 6,844,929 | 99,252 | I |
| Series A Convertible Preferred StockF3,F5,F6,F7,F2 | $14.50 | Dec 2, 2018 | C | 99,252 | D | — | — | Common Stock | 6,844,929 | 0 | I |
| Series A Convertible Preferred StockF1,F4,F5,F6,F7,F2 | $14.50 | Dec 2, 2018 | S | 249 | D | — | — | Common Stock | 17,138 | 249 | I |
| Series A Convertible Preferred StockF4,F5,F6,F7,F2 | $14.50 | Dec 2, 2018 | C | 249 | D | — | — | Common Stock | 17,138 | 0 | I |
Explanation of responses
- F1On December 2, 2018, (a) Blackstone Capital Partners VI L.P. ("BCP VI") agreed to sell 99,251.5 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock") to the Issuer for an aggregate price of $182,348,917.17 and convert 99,251.5 shares of Preferred Stock into shares of Issuer common stock, having par value of $0.001 per share (the "Common Stock"), and (b) Blackstone Family Investment Partnership VI-ESC L.P. ("BFIP VI", together with BCP VI, the "Partnerships") agreed to sell 248.5 shares of Preferred Stock for an aggregate price of $456,554.37 and convert 248.5 shares of Preferred Stock into Common Stock. These transactions are expected to close on December 5, 2018.
- F2The number of shares of Common Stock deliverable upon conversion of each share of Preferred Stock is equal to 68.9655 shares, subject to customary anti-dilution and other adjustments. The Preferred Stock was convertible at any time and had no expiration date. The Issuer could mandatorily convert the Preferred Stock into Common Stock after January 27, 2017, if certain conditions were met. Fractional shares are to be paid in cash upon settlement.
- F3These securities are directly held by BCP VI.
- F4These securities are directly held by BFIP VI.
- F5The general partner of BCP VI is Blackstone Management Associates VI L.L.C. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C. The general partner of BFIP VI is BCP VI Side-by-Side GP L.L.C. The sole member of each of BCP VI Side-by-Side GP L.L.C. and BMA VI L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
- F6Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
- F7Each of such Blackstone entities and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Partnerships directly or indirectly controlled by it or him, but each (other than the Partnerships to the extent of their direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.