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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 10.25 | 07/16/2009 | D | 20,000 | (3) | 09/27/2011 | Common Stock | 20,000 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 6.47 | 07/16/2009 | D | 200,000 | (3) | 11/19/2013 | Common Stock | 200,000 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 12.1 | 07/16/2009 | D | 100,000 | (3) | 12/01/2014 | Common Stock | 100,000 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 14.49 | 07/16/2009 | D | 75,000 | (3)(5) | 12/06/2012 | Common Stock | 75,000 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 10.18 | 07/16/2009 | D | 37,500 | (6) | 03/21/2014 | Common Stock | 37,500 | (4) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 7.1 | 07/16/2009 | D | 40,000 | (7) | 03/24/2015 | Common Stock | 40,000 | (4) | 0 | D | ||||
| Restricted Stock Units | (8) | 07/16/2009 | D | 3,250 | (9) | (10) | Common Stock | 3,250 | (11) | 0 | D | ||||
| Restricted Stock Units | (8) | 07/16/2009 | D | 6,650 | (12) | (10) | Common Stock | 6,650 | (11) | 0 | D | ||||
| Restricted Stock Units | (8) | 07/16/2009 | D | 60,003 | (13) | (10) | Common Stock | 60,003 | (11) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MORRISON SCOT K 500 WIND RIVER WAY ALAMEDA, CA 94501 |
SVP & Gen. Mgr., Vx Works Div. | |||
| /s/ Jane Bone, by power of attorney | 07/20/2009 | |
| **Signature of Reporting Person | Date |
| * | 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) | Pursuant to the Merger Agreement between the Issuer and Intel Corporation ("Intel") dated June 4, 2009 (the "Merger Agreement"), each share of WIND common stock will be exchanged for $11.50 in cash. |
| (2) | As of July 16, 2009, the reporting person owned approximately 17,293 units, which units represent interests in a Wind River 401(k) Plan. As of July 16, 2009, those units equate to approximately 5,519 shares of WIND common stock at the closing price of WIND common stock on July 16, 2009 of $11.50. |
| (3) | The option is fully vested. |
| (4) | Pursuant to the Merger Agreement, the option will be assumed by Intel and converted into an option to purchase 0.6892 shares of Intel common stock for each share of WIND common stock at an exercise price equal to the current exercise price divided by 0.6892 per share. |
| (5) | The option was granted on December 6, 2005 and provided for vesting of one-fourth of the shares subject to the option on December 6, 2006 and one forty-eighth of the shares subject to the option shall vest monthly thereafter. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, vesting was accelerated by a period of one year on July 10, 2009. |
| (6) | The option was granted on March 21, 2007 and provided for vesting of one-fourth of the shares subject to the option on March 21, 2008 and one forty-eighth of the shares subject to the option shall vest monthly thereafter. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, vesting was accelerated by a period of one year on July 10, 2009. |
| (7) | The option was granted on March 24, 2008 and provided for vesting of one-fourth of the shares subject to the option on March 24, 2009 and one forty-eighth of the shares subject to the option shall vest monthly thereafter. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, vesting was accelerated by a period of one year on July 10, 2009. |
| (8) | Each restricted stock unit represents a contingent right to receive one share of WIND common stock. |
| (9) | The restricted stock units shall vest and shares become issuable on March 21, 2010. |
| (10) | Not applicable. |
| (11) | Pursuant to the Merger Agreement, the restricted stock units will be assumed by Intel and converted into a restricted stock unit for 0.6892 shares of Intel common stock per share of WIND common stock. |
| (12) | The restricted stock units shall vest and shares become issuable in two equal annual installments beginning on March 24, 2010. |
| (13) | The restricted stock units shall vest and shares become issuable in two equal annual installments beginning on March 20, 2010. |