WIND RIVER SYSTEMS INC 4
4 · WIND RIVER SYSTEMS INC · Filed Jul 20, 2009
Insider Transaction Report
Form 4
GUPTA NARENDRA
Director
Transactions
- Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−15,000→ 0 totalExercise: $11.07Exp: 2014-04-01→ Common Stock (15,000 underlying) - Disposition to Issuer
Common Stock
2009-07-16$11.50/sh−88$1,012→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−15,000→ 0 totalExercise: $9.94Exp: 2017-04-01→ Common Stock (15,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−15,000→ 0 totalExercise: $8.14Exp: 2018-04-01→ Common Stock (15,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−6,000→ 0 totalExercise: $2.98Exp: 2013-04-01→ Common Stock (6,000 underlying) - Disposition to Issuer
Restricted Stock Units
2009-07-16−18,000→ 0 total→ Common Stock (18,000 underlying) - Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−250,000→ 0 totalExercise: $5.41Exp: 2013-08-11→ Common Stock (250,000 underlying)
Footnotes (11)
- [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. As of July 16, 2009, the reporting person owned approximately 277 units, which units represent interests in a Wind River 401(k) Plan. As of July 16, 2009, those units equate to approximately 88 shares of WIND common stock at the closing price of WIND common stock on July 16, 2009 of $11.50.
- [F10]Not applicable.
- [F11]Pursuant to the Merger Agreement, the restricted stock units were cancelled in exchange for a cash payment of $207,000.00, which represents $11.50 for each outstanding unit.
- [F2]The option is fully vested.
- [F3]Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $50,400.00, which represents the difference between $11.50 and the exercise price of the option per share.
- [F4]Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $23,400.00, which represents the difference between $11.50 and the exercise price of the option per share.
- [F5]Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $6,450.00, which represents the difference between $11.50 and the exercise price of the option per share.
- [F6]Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,522,500.00, which represents the difference between $11.50 and the exercise price of the option per share.
- [F7]Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $51,120.00, which represents the difference between $11.50 and the exercise price of the option per share.
- [F8]Each restricted stock unit represents a contingent right to receive one share of WIND common stock.
- [F9]Pursuant to the provisions of the 2005 Equity Incentive Plan and the Merger Agreement, the restricted stock units vested in full upon the effectiveness of the merger.