Fairchild Charles Daniel 4

Accession 0000949158-19-000191

CIK 0000949158other

View on SEC.gov Company Profile

Filed

Sep 26, 8:00 PM ET

Accepted

Sep 27, 6:14 PM ET

Size

31.6 KB

Accession

0000949158-19-000191

Insider Transaction Report

Form 4

Period: 2019-09-25

CRAY INCCRAY

Fairchild Charles Daniel

VP, Corp. Controller & CAO

Transactions

Disposition to Issuer
Common Stock
2019-09-25$35.00/sh−210$7,350→ 0 total(indirect: By 401(k))
Disposition to Issuer
Restricted Stock Unit (RSU)
2019-09-25−875→ 0 total
→ Common Stock (875 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−8,000→ 0 total
Exercise: $5.08Exp: 2020-05-17→ Common Stock (8,000 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−10,000→ 0 total
Exercise: $12.08Exp: 2022-07-01→ Common Stock (10,000 underlying)
Disposition to Issuer
Restricted Stock Unit (RSU)
2019-09-25−5,500→ 0 total
→ Common Stock (5,500 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−11,000→ 0 total
Exercise: $19.64Exp: 2023-07-01→ Common Stock (11,000 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−5,000→ 0 total
Exercise: $26.58Exp: 2024-05-21→ Common Stock (5,000 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−3,500→ 0 total
Exercise: $31.45Exp: 2026-05-19→ Common Stock (3,500 underlying)
Disposition to Issuer
Common Stock
2019-09-25$35.00/sh−25,609$896,315→ 0 total
Disposition to Issuer
Restricted Stock Unit (RSU)
2019-09-25−8,000→ 0 total
→ Common Stock (8,000 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−15,000→ 0 total
Exercise: $6.08Exp: 2021-11-16→ Common Stock (15,000 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−4,000→ 0 total
Exercise: $27.83Exp: 2025-05-06→ Common Stock (4,000 underlying)
Disposition to Issuer
Restricted Stock Unit (RSU)
2019-09-25−6,750→ 0 total
→ Common Stock (6,750 underlying)

Footnotes (15)

[F1]Disposed of pursuant to the merger agreement among Issuer, Canopy Merger Sub, Inc., and Hewlett Packard Enterprise Company ("HPE") dated May 16, 2019 (the "Merger Agreement") for a payment of $35.00 in cash (the "Merger Consideration") on the closing date of the merger (the "Closing Date").
[F10]The option was 100% vested and exercisable on November 16, 2015.
[F11]The option was 100% vested and exercisable on July 1, 2016.
[F12]The option was 100% vested and exercisable on July 1, 2017.
[F13]The option was 100% vested and exercisable on May 21, 2018.
[F14]The option was 100% vested and exercisable on May 6, 2019.
[F15]One-quarter of these shares vested on May 19, 2016 and 1/48th of these shares vest monthly thereafter, with 100% of the total shares vested and exercisable on May 19, 2020, subject to the reporting person's provision of service to the issuer on each vesting date.
[F2]Each restricted stock unit represents a contingent right to receive one share of the issuer's Common Stock.
[F3]On May 19, 2016, the reporting person was granted 3,500 restricted stock units, with one quarter vesting on each of May 19, 2017, May 19, 2018, May 19, 2019 and May 19, 2020, subject to the reporting person's provision of service to the issuer on each vesting date.
[F4]The RSUs were assumed by HPE and converted into RSUs relating to a number of shares of HPE common stock determined in accordance with the formula set forth in the Merger Agreement.
[F5]On May 18, 2017, the reporting person was granted 11,000 restricted stock units, with one quarter vesting on each of May 18, 2018, May 18, 2019, May 18, 2020 and May 18, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.
[F6]On May 16, 2018, the reporting person was granted 9,000 restricted stock units, with one-quarter vesting on each of May 16, 2019, May 16, 2020, May 16, 2021 and May 16, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.
[F7]On May 2, 2019, the reporting person was granted 8,000 restricted stock units, with one-quarter vesting on each of May 2, 2020, May 2, 2021, May 2, 2022, and May 2, 2023 subject to the reporting person's provision of service to the issuer on each vesting date.
[F8]The option was 100% vested and exercisable on May 17, 2014.
[F9]To the extent vested, the option was cancelled and converted on the Closing Date into a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of such option. To the extent unvested, the option was converted on the Closing Date into an option to acquire a number of shares of HPE common stock determined in accordance with the formula set forth in the Merger Agreement.

Documents

1 file

4
wf-form4_156962245311340.xmlPrimary
FORM 4

Issuer

CRAY INC

CIK 0000949158

→

Entity typeother

Related Parties

filerCIK 0001492119

Filing Metadata

Form type: 4
Filed: Sep 26, 8:00 PM ET
Accepted: Sep 27, 6:14 PM ET
Size: 31.6 KB

View on SEC.gov