4//SEC Filing
Rerolle Vincent 4
Accession 0001181431-09-035865
CIK 0000833829other
Filed
Jul 19, 8:00 PM ET
Accepted
Jul 20, 9:32 PM ET
Size
21.5 KB
Accession
0001181431-09-035865
Insider Transaction Report
Form 4
Rerolle Vincent
SVP & GM, Linux Division
Transactions
- Disposition to Issuer
Common Stock
2009-07-16$11.50/sh−1,709$19,654→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
2009-07-16−3,250→ 0 total→ Common Stock (3,250 underlying) - Disposition from Tender
Common Stock
2009-07-14$11.50/sh−23,497$270,216→ 0 total - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−200,000→ 0 totalExercise: $10.92Exp: 2013-12-21→ Common Stock (200,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−37,500→ 0 totalExercise: $10.16Exp: 2014-04-20→ Common Stock (37,500 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−40,000→ 0 totalExercise: $7.10Exp: 2015-03-24→ Common Stock (40,000 underlying) - Disposition to Issuer
Restricted Stock Units
2009-07-16−6,650→ 0 total→ Common Stock (6,650 underlying) - Disposition to Issuer
Restricted Stock Units
2009-07-16−60,003→ 0 total→ Common Stock (60,003 underlying)
Footnotes (12)
- [F1]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.
- [F10]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.
- [F11]The restricted stock units shall vest and shares become issuable in two equal annual installments beginning on March 24, 2010.
- [F12]The restricted stock units shall vest and shares become issuable in two equal annual installments beginning on March 20, 2010.
- [F2]As of July 16, 2009, the reporting person owned approximately 5,356 units, which units represent interests in a Wind River 401(k) Plan. As of July 16, 2009, those units equate to approximately 1,709 shares of WIND common stock at the closing price of WIND common stock on July 16, 2009 of $11.50.
- [F3]The option was granted on December 21, 2006 and provided for vesting of one-fourth of the shares subject to the option on November 20, 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.
- [F4]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.
- [F5]The option was granted on April 20, 2007 and provided for vesting of one-fourth of the shares subject to the option on April 20, 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.
- [F6]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.
- [F7]Each restricted stock unit represents a contingent right to receive one share of WIND common stock.
- [F8]The restricted stock units shall vest and shares become issuable on April 20, 2010.
- [F9]Not applicable.
Documents
Issuer
WIND RIVER SYSTEMS INC
CIK 0000833829
Entity typeother
Related Parties
1- filerCIK 0001382870
Filing Metadata
- Form type
- 4
- Filed
- Jul 19, 8:00 PM ET
- Accepted
- Jul 20, 9:32 PM ET
- Size
- 21.5 KB