OGRADY STANDISH 4

4 · WIND RIVER SYSTEMS INC · Filed Jul 20, 2009

Form 4

Period: 2009-07-16

Director

Transactions

Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−50,000→ 0 total
Exercise: $8.38Exp: 2014-02-01→ Common Stock (50,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−15,000→ 0 total
Exercise: $8.14Exp: 2018-04-01→ Common Stock (15,000 underlying)
Disposition to Issuer
Non-Qualified Stock Option (right to buy)
2009-07-16−15,000→ 0 total
Exercise: $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 total
Exercise: $11.07Exp: 2014-04-01→ Common Stock (15,000 underlying)
Disposition to Issuer
Restricted Stock Units
2009-07-16−18,000→ 0 total
→ Common Stock (18,000 underlying)

Footnotes (9)

[F1]The option is fully vested.
[F2]Pursuant to the Merger Agreement between the Issuer and Intel Corporation dated June 4, 2009 (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.
[F3]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.
[F4]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.
[F5]Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $156,000.00, which represents the difference between $11.50 and the exercise price of the option per share.
[F6]Each restricted stock unit represents a contingent right to receive one share of WIND common stock.
[F7]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.
[F8]Not applicable.
[F9]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.

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