4//SEC Filing
WIND RIVER SYSTEMS INC 4
Accession 0001181431-09-035346
CIK 0000833829operating
Filed
Jul 13, 8:00 PM ET
Accepted
Jul 14, 8:55 PM ET
Size
17.1 KB
Accession
0001181431-09-035346
Insider Transaction Report
Form 4
Barry Mainz
Chief Operating Officer
Transactions
- Disposition from Tender
Common Stock
2009-07-10$11.50/sh−5,913$68,000→ 640 total - Exercise/Conversion
Common Stock
2009-07-10+38,322→ 38,962 total - Exercise/Conversion
Restricted Stock Units
2009-07-10−5,000→ 5,000 total→ Common Stock (5,000 underlying) - Tax Payment
Common Stock
2009-07-10$11.50/sh−13,701$157,562→ 25,261 total - Exercise/Conversion
Restricted Stock Units
2009-07-10−3,325→ 6,650 total→ Common Stock (3,325 underlying) - Exercise/Conversion
Restricted Stock Units
2009-07-10−29,997→ 60,003 total→ Common Stock (29,997 underlying)
Holdings
- 2,843(indirect: By 401(k))
Common Stock
Footnotes (8)
- [F1]All shares were acquired under the Wind River, Inc. stock purchase plan on June 30, 2009.
- [F2]Reflects shares withheld to cover taxes in connection with the vesting of restricted stock units awarded on March 21, 2007, March 24, 2008 and March 20, 2009.
- [F3]Each restricted stock unit represents a contingent right to receive one share of WIND common stock.
- [F4]A total of 20,000 restricted stock units were originally awarded on March 21, 2007 of which 10,000 units have vested and converted into an equal number of shares of common stock. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, 5,000 units vested and shares became issuable on July 10, 2009 upon a change of control. The remaining units shall vest and shares become issuable on March 21, 2010.
- [F5]Not applicable.
- [F6]A total of 13,300 restricted stock units were originally awarded on March 24, 2008 of which 3,325 units have vested and converted into an equal number of shares of common stock.. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, 3,325 units vested and shares became issuable on July 10, 2009 upon a change of control. The remaining units shall vest and shares become issuable in two equal annual installments beginning on March 24, 2010.
- [F7]A total of 90,000 restricted stock units were originally awarded on March 20, 2009. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, 29,997 units vested and shares became issuable on July 10, 2009 upon a change of control. The remaining units shall vest and shares become issuable in two equal annual installments beginning on March 20, 2010.
- [F8]As of July 10, 2009, the reporting person owned approximately 8,908 units, which units represent interests in a Wind River 401(k) Plan. As of July 10, 2009, those units equate to approximately 2,843 shares of Wind River common stock at the closing price of Wind River common stock on July 10, 2009 of $11.50. The reporting person instructed the administrator of the 401(k) plan to tender the reporting person's interest in such plan into the tender offer made by APC II Acquisition Corporation, a subsidiary of Intel, for all outstanding Wind River shares and, pursuant to such tender offer, the reporting person will receive cash (equal to $11.50 per share) in respect of such interest.
Documents
Issuer
WIND RIVER SYSTEMS INC
CIK 0000833829
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000833829
Filing Metadata
- Form type
- 4
- Filed
- Jul 13, 8:00 PM ET
- Accepted
- Jul 14, 8:55 PM ET
- Size
- 17.1 KB