4//SEC Filing
HALIFAX IAN R 4
Accession 0001181431-09-035859
CIK 0000833829other
Filed
Jul 19, 8:00 PM ET
Accepted
Jul 20, 9:21 PM ET
Size
15.7 KB
Accession
0001181431-09-035859
Insider Transaction Report
Form 4
HALIFAX IAN R
SVP Finance & Admin, CFO & Sec
Transactions
- Disposition from Tender
Common Stock
2009-07-10$11.50/sh−1,847$21,241→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−87,500→ 0 totalExercise: $7.10Exp: 2015-03-24→ Common Stock (87,500 underlying) - Disposition to Issuer
Restricted Stock Units
2009-07-16−100,005→ 0 total→ Common Stock (100,005 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−425,000→ 0 totalExercise: $10.18Exp: 2014-03-21→ Common Stock (425,000 underlying) - Disposition to Issuer
Restricted Stock Units
2009-07-16−14,600→ 0 total→ Common Stock (14,600 underlying)
Footnotes (9)
- [F1]As of July 10, 2009, the reporting person owned approximately 5,786 units, which units represent interests in a Wind River 401(k) Plan. As of July 10, 2009, those units equate to approximately 1,847 shares of WIND common stock at the closing price of WIND common stock on July 10, 2009 of $11.50.
- [F2]The option was granted on March 21, 2007 and provided for vesting of one-fourth of the shares subject to the option on February 26, 2008 and one forty-eighth of the shares subject to the option shall vest monthly thereafter. Pursuant to the terms of the reporting person's employment agreement, as amended, vesting was accelerated by a period of one year on July 10, 2009.
- [F3]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. As of July 16, 2009, the reporting person owned approximately 5,786 units, which units represent interests in a Wind River 401(k) Plan. As of July 16, 2009, those units equate to approximately 1,847 shares of WIND common stock at the closing price of WIND common stock on July 16, 2009 of $11.50, 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.
- [F4]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 reporting person's employment agreement, as amended, vesting was accelerated by a period of one year on July 10, 2009.
- [F5]Each restricted stock unit represents a contingent right to receive one share of WIND common stock.
- [F6]The restricted stock units shall vest and shares become issuable in two equal annual installments beginning on March 24, 2010.
- [F7]Not applicable.
- [F8]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.
- [F9]The restricted stock units shall vest and shares become issuable in two equal annual installments beginning on March 20, 2010.
Documents
Issuer
WIND RIVER SYSTEMS INC
CIK 0000833829
Entity typeother
Related Parties
1- filerCIK 0001207751
Filing Metadata
- Form type
- 4
- Filed
- Jul 19, 8:00 PM ET
- Accepted
- Jul 20, 9:21 PM ET
- Size
- 15.7 KB