MORREALE CHARLES A 4

Accession 0000949158-19-000193

CIK 0000949158other

View on SEC.gov Company Profile

Filed

Sep 26, 8:00 PM ET

Accepted

Sep 27, 6:15 PM ET

Size

30.4 KB

Accession

0000949158-19-000193

Insider Transaction Report

Form 4

Period: 2019-09-25

CRAY INCCRAY

MORREALE CHARLES A

Vice President

Transactions

Disposition to Issuer
Common Stock
2019-09-25$35.00/sh−51,702$1,809,570→ 0 total
Disposition to Issuer
Restricted Stock Unit (RSU)
2019-09-25−9,750→ 0 total
→ Common Stock (9,750 underlying)
Disposition to Issuer
Restricted Stock Unit (RSU)
2019-09-25−20,000→ 0 total
→ Common Stock (20,000 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−8,000→ 0 total
Exercise: $31.45Exp: 2026-05-19→ Common Stock (8,000 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−11,000→ 0 total
Exercise: $26.58Exp: 2024-05-21→ Common Stock (11,000 underlying)
Disposition to Issuer
Restricted Stock Unit (RSU)
2019-09-25−2,000→ 0 total
→ Common Stock (2,000 underlying)
Disposition to Issuer
Common Stock
2019-09-25$35.00/sh−2,059$72,065→ 0 total(indirect: By 401(k))
Disposition to Issuer
Restricted Stock Unit (RSU)
2019-09-25−66,600→ 0 total
→ Common Stock (66,600 underlying)
Disposition to Issuer
Restricted Stock Unit (RSU)
2019-09-25−10,000→ 0 total
→ Common Stock (10,000 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−10,000→ 0 total
Exercise: $27.83Exp: 2025-05-06→ Common Stock (10,000 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−20,000→ 0 total
Exercise: $18.00Exp: 2027-05-18→ Common Stock (20,000 underlying)
Disposition to Issuer
Stock option (right to buy)
2019-09-25−13,000→ 0 total
Exercise: $27.10Exp: 2028-05-17→ Common Stock (13,000 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 May 21, 2018.
[F11]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 a cash equivalent award valued based on the Merger Consideration in accordance with certain terms and conditions that were individually agreed with HPE.
[F12]The option was 100% vested and exercisable on May 6, 2019.
[F13]One-quarter of these shares vested on May 19, 2017 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.
[F14]One-quarter of these shares vested on May 18, 2018 and 1/48th of these shares vest monthly thereafter, with 100% of the total shares vested and exercisable on May 18, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.
[F15]One-quarter of these shares vested on May 17, 2019 and 1/48th of these shares vest monthly thereafter, with 100% of the total shares vested and exercisable on May 17, 2022, 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]All or a portion of these shares vest if and when certain performance criteria relating to the issuer are met, subject to the reporting person's provision of service to the issuer on the applicable vesting date.
[F4]Performance-vesting RSUs were converted on the Closing Date into a cash equivalent award with respect to 50% of the number of underlying shares (with the remainder of such shares forfeited) valued based on the Merger Consideration in accordance with certain terms and conditions that were individually agreed with HPE.
[F5]On May 19, 2016, the reporting person was granted 8,000 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.
[F6]RSUs were converted on the Closing Date into a cash equivalent award valued based on the Merger Consideration in accordance with certain terms and conditions that were individually agreed with HPE.
[F7]On May 18, 2017, the reporting person was granted 20,000 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.
[F8]On May 17, 2018, the reporting person was granted 13,000 restricted stock units, with one-quarter vesting on each of May 17, 2019, May 17, 2020, May 17, 2021 and May 17, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.
[F9]On May 2, 2019, the reporting person was granted 20,000 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.

Documents

1 file

4
wf-form4_156962249318864.xmlPrimary
FORM 4

Issuer

CRAY INC

CIK 0000949158

→

Entity typeother

Related Parties

filerCIK 0001434715

Filing Metadata

Form type: 4
Filed: Sep 26, 8:00 PM ET
Accepted: Sep 27, 6:15 PM ET
Size: 30.4 KB

View on SEC.gov