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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 07/10/2009 | M | 3,250 | (4) | (5) | Common Stock | 3,250 | $ 0 | 3,250 | D | ||||
Restricted Stock Units | (3) | 07/10/2009 | M | 3,325 | (6) | (5) | Common Stock | 3,325 | $ 0 | 6,650 | D | ||||
Restricted Stock Units | (3) | 07/10/2009 | M | 29,997 | (7) | (5) | Common Stock | 29,997 | $ 0 | 60,003 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rerolle Vincent 500 WIND RIVER WAY ALAMEDA, CA 94501 |
SVP & Gen. Mgr., Linux Div. |
/s/ Ian R. Halifax, by power of attorney | 07/14/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Includes 640 shares acquired under the Wind River, Inc. stock purchase plan on June 30, 2009. |
(2) | Reflects shares withheld to cover taxes in connection with the vesting of restricted stock units awarded on April 20, 2007, March 24, 2008 and March 20, 2009. |
(3) | Each restricted stock unit represents a contingent right to receive one share of WIND common stock. |
(4) | A total of 13,000 restricted stock units were originally awarded on April 20, 2007 of which 6,500 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, 3,250 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 April 20, 2010. |
(5) | Not applicable. |
(6) | 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. |
(7) | 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. |
(8) | As of July 10, 2009, the reporting person owned approximately 5,356 units, which units represent interests in a Wind River 401(k) Plan. As of July 10, 2009, those units equate to approximately 1,709 shares of Wind River common stock at the closing price of Wind River common stock on July 10, 2009 of $11.50. |