Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CROCS, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
227046109
(CUSIP Number)
John G. Finley
345 Park Avenue, 31st Floor
New York, New York 10154
Tel: (212) 583-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 30, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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.
CUSIP No. 227046109
1. |
Names of Reporting Persons.
BLACKSTONE CAPITAL PARTNERS VI L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
2
CUSIP No. 227046109
1. |
Names of Reporting Persons.
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI-ESC L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Cl ass Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
3
CUSIP No. 227046109
1. |
Names of Reporting Persons.
BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
4
CUSIP No. 227046109
1. |
Names of Reporting Persons.
BMA VI L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
5
CUSIP No. 227046109
1. |
Names of Reporting Persons.
BCP VI SIDE-BY-SIDE GP L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
6
CUSIP No. 227046109
1. |
Names of Reporting Persons.
BLACKSTONE HOLDINGS III L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
Quebec, Canada |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
7
CUSIP No. 227046109
1. |
Names of Reporting Persons.
BLACKSTONE HOLDINGS III GP L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
PN |
8
CUSIP No. 227046109
1. |
Names of Reporting Persons.
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
9
CUSIP No. 227046109
1. |
Names of Reporting Persons.
THE BLACKSTONE GROUP INC. (f/k/a The Blackstone Group L.P.) | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
CO |
10
CUSIP No. 227046109
1. |
Names of Reporting Persons.
BLACKSTONE GROUP MANAGEMENT L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
Delaware |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
OO |
11
CUSIP No. 227046109
1. |
Names of Reporting Persons.
STEPHEN A. SCHWARZMAN | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
6. | Citizenship or Place of Organization
United States |
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
| |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0% | |||||
14. | Type of Reporting Person (See Instructions)
IN |
12
This Amendment No. 2 (Amendment No. 2) to Schedule 13D relates to shares of Common Stock, par value $0.01 per share (the Common Stock), of Crocs, Inc., a Delaware corporation (the Issuer), and amends the initial statement on Schedule 13D filed on February 6, 2014, as amended by Amendment No. 1 to the Schedule 13D filed on December 4, 2018 (collectively, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.
Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by the following:
On October 30, 2019, the Issuer, Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI - ESC L.P. and Blackstone Management Partners L.L.C., an indirect subsidiary of The Blackstone Group Inc. (Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI - ESC L.P. and Blackstone Management Partners L.L.C., collectively, the Sellers), entered into an underwriting agreement (the Underwriting Agreement) with the underwriter named therein (the Underwriter). Pursuant to the Underwriting Agreement, the Sellers agreed to sell to the Underwriter in the aggregate 6,864,545 shares of Common Stock at a price of $35.54 per share. The sale of the shares of Common Stock pursuant to the Underwriting Agreement closed on November 4, 2019.
The description of the Underwriting Agreement set forth above in this Item 4 is not intended to be complete and is qualified in its entirety by such agreement, which is filed as an exhibit hereto and is incorporated by reference herein.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
(a) (b) None of the Reporting Persons beneficially owns any shares of Common Stock.
(c) The Sellers sold the following shares of Common Stock pursuant to the Underwriting Agreement on November 4, 2019 at a price of $35.54 per share:
Seller |
Number of Shares of Common Stock Sold | |||
Blackstone Capital Partners VI L.P. |
6,844,929 | |||
Blackstone Family Investment Partnership VI -ESC L.P. |
17,137 | |||
Blackstone Management Partners L.L.C. |
2,479 |
Except as set forth in this Amendment No. 2, none of the Reporting Persons has effected any transaction in shares of Common Stock during the past 60 days.
Item 5(e) of the Schedule 13D is hereby amended and restated as follows:
(e) As of November 4, 2019, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock.
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and supplemented by the following:
The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference.
Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended by adding the following:
9. | Underwriting Agreement, dated October 30, 2019, among the Issuer, the Underwriter and Sellers (filed as Exhibit 1.1 to the Issuers Current Report on Form 8-K filed on November 4, 2019, and incorporated herein by reference). |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 4, 2019
BLACKSTONE CAPITAL PARTNERS VI L.P. | ||
By: Blackstone Management Associates VI, L.L.C., its general partner | ||
By: BMA VI L.L.C., its sole member | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI-ESC L.P. | ||
By: BCP VI Side-by-Side GP L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C. | ||
By: BMA VI L.L.C., its sole member | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BMA VI L.L.C. | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BCP VI SIDE-BY-SIDE GP L.L.C. | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer |
BLACKSTONE HOLDINGS III L.P. | ||
By: Blackstone Holdings III GP L.P., its general partner | ||
By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE HOLDINGS III GP L.P. | ||
By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
THE BLACKSTONE GROUP INC. | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ John G. Finley | |
Name: John G. Finley | ||
Title: Chief Legal Officer | ||
STEPHEN A. SCHWARZMAN | ||
By: | /s/ Stephen A. Schwarzman | |
Name: Stephen A. Schwarzman |