SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KLEIN KENNETH

(Last) (First) (Middle)
500 WIND RIVER WAY

(Street)
ALAMEDA CA 94501

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WIND RIVER SYSTEMS INC [ WIND ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/10/2009 U 3,517(1) D $11.5 0 I Under 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $6.33 07/16/2009 D 24,000 (2) 07/24/2013 Common Stock 24,000 (3) 0 D
Non-Qualified Stock Option (right to buy) $9.15 07/16/2009 D 2,400,000 (2) 01/05/2014 Common Stock 2,400,000 (3) 0 D
Non-Qualified Stock Option (right to buy) $12.2 07/16/2009 D 600,000 (2) 01/05/2012 Common Stock 600,000 (3) 0 D
Non-Qualified Stock Option (right to buy) $14.49 07/16/2009 D 400,000 (2)(4) 12/06/2012 Common Stock 400,000 (3) 0 D
Non-Qualified Stock Option (right to buy) $9.94 07/16/2009 D 250,000 (2)(5) 03/28/2014 Common Stock 250,000 (3) 0 D
Non-Qualified Stock Option (right to buy) $7.1 07/16/2009 D 250,000 (6) 03/24/2015 Common Stock 250,000 (3) 0 D
Restricted Stock Units (7) 07/16/2009 D 20,000 (8) (9) Common Stock 20,000 (10) 0 D
Restricted Stock Units (7) 07/16/2009 D 16,670 (11) (9) Common Stock 16,670 (10) 0 D
Restricted Stock Units (7) 07/16/2009 D 66,680 (12) (9) Common Stock 66,680 (10) 0 D
Restricted Stock Units (13) 07/16/2009 D 200,000 (14) (9) Common Stock 200,000 (15) 0 D
Explanation of Responses:
1. As of July 10, 2009, the reporting person owned approximately 11,020 units, which units represent interests in a Wind River 401(k) Plan. As of July 10, 2009, those units equate to approximately 3,517 shares of WIND common stock at the closing price of WIND common stock on July 10, 2009 of $11.50.
2. The option is fully vested.
3. Pursuant to the Merger Agreement between the Issuer and Intel Corporation ("Intel") dated June 4, 2009 (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.
4. The option was granted on December 5, 2005 and provided for vesting of one-fourth of the shares subject to the option on December 6, 2006 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 two years on July 10, 2009.
5. The option was granted on March 28, 2007 and provided for vesting of one-fourth of the shares subject to the option on March 28, 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 two years on July 10, 2009.
6. 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 two years on July 10, 2009.
7. Each restricted stock unit represents a contingent right to receive one share of WIND common stock.
8. The restricted stock units shall vest and shares become issuable on March 24, 2010.
9. Not applicable.
10. 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.
11. The restricted stock units shall vest and shares become issuable on January 30, 2010.
12. The restricted stock units shall vest and shares become issuable on March 20, 2010.
13. Each performance share represents a contingent right to receive one share of WIND common stock.
14. Pursuant to the terms of the reporting person's employment agreement, as amended, the performance shares shall vest in two equal annual installments beginning on March 20, 2010, subject to the reporting person's continuous employment with Intel through each such date.
15. Pursuant to the Merger Agreement, the performance shares will be assumed by Intel and converted into a performance share for 0.6892 shares of Intel common stock per share of WIND common stock.
/s/ Jane Bone, by power of attorney 07/20/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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