UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
WIND RIVER SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
973149107
(CUSIP Number)
MARCH 6, 2008
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following pages
Page 1 of 14 Pages
Exhibit Index: Page 10
CUSIP NO. 973149107 PAGE 2 OF 14 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 5,826,666
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 5,826,666
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,826,666
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.67%
12 Type of Reporting Person (See Instructions)
OO, IA
CUSIP NO. 973149107 PAGE 3 OF 14 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GEORGE SOROS
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 5,826,666
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
5,826,666
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,826,666
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.67%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. 973149107 PAGE 4 OF 14 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ROBERT SOROS
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 5,826,666
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
5,826,666
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,826,666
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.67%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. 973149107 PAGE 5 OF 14 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
JONATHAN SOROS
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 5,826,666
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
5,826,666
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,826,666
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
6.67%
12 Type of Reporting Person (See Instructions)
IA
CUSIP NO. 973149107 PAGE 6 OF 14 PAGES
ITEM 1(A) NAME OF ISSUER: Wind River Systems, Inc. (the "Issuer").
1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
500 Wind River Way
Alameda, CA 94501
ITEM 2(A) NAME OF PERSON FILING
The Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Soros Fund Management LLC ("SFM LLC");
ii) George Soros;
iii) Robert Soros; and
iv) Jonathan Soros.
This statement relates to Shares (as defined herein) held for
the account of Quantum Partners LDC, a Cayman Islands exempted limited duration
company ("Quantum Partners"). SFM LLC serves as principal investment manager to
Quantum Partners. As such, SFM LLC has been granted investment discretion over
portfolio investments, including the Shares, held for the account of Quantum
Partners. George Soros serves as Chairman of SFM LLC, Robert Soros serves as
Deputy Chairman of SFM LLC, and Jonathan Soros serves as President and Deputy
Chairman of SFM LLC.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of each of the
Reporting Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106.
ITEM 2(C) CITIZENSHIP:
i) SFM LLC is a Delaware limited liability company;
ii) George Soros is a United States citizen;
iii) Robert Soros is a United States citizen; and
iv) Jonathan Soros is a United States citizen.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common stock, par value $0.001 per share (the "Shares").
ITEM 2(E) CUSIP NUMBER:
973149107
CUSIP NO. 973149107 PAGE 7 OF 14 PAGES
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
As of the date hereof, each of the Reporting Persons may be
deemed to be the beneficial owner of 5,826,666 Shares.
ITEM 4(B) PERCENT OF CLASS:
As of the date hereof, each of the Reporting Persons may be
deemed to be the beneficial owner of approximately 6.67% of the total number of
Shares outstanding.
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
SFM LLC
(i) Sole power to vote or direct the vote: 5,826,666
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 5,826,666
(iv) Shared power to dispose or to direct the
disposition of 0
GEORGE SOROS
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 5,826,666
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 5,826,666
ROBERT SOROS
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 5,826,666
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 5,826,666
JONATHAN SOROS
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or to direct the vote 5,826,666
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 5,826,666
CUSIP NO. 973149107 PAGE 8 OF 14 PAGES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
This Item 5 is not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
The shareholders of Quantum Partners are entitled to receive,
or have the power to direct, the receipt of dividends from or the proceeds of
sales of the Shares held for the account of Quantum Partners, in accordance with
their ownership interests in Quantum Partners.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
This Item 7 is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that,
to the best of such person's knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
CUSIP NO. 973149107 PAGE 9 OF 14 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: March 17, 2008 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye Anzalotta
-----------------------------------
Jodye Anzalotta
Assistant General Counsel
Date: March 17, 2008 GEORGE SOROS
By: /s/ Jodye Anzalotta
-----------------------------------
Jodye Anzalotta
Attorney-in-Fact
Date: March 17, 2008 ROBERT SOROS
By: /s/ Jodye Anzalotta
-----------------------------------
Jodye Anzalotta
Attorney-in-Fact
Date: March 17, 2008 JONATHAN SOROS
By: /s/ Jodye Anzalotta
-----------------------------------
Jodye Anzalotta
Attorney-in-Fact
CUSIP NO. 973149107 PAGE 10 OF 14 PAGES
EXHIBIT INDEX
PAGE NO.
A. Joint Filing Agreement, dated as of March 17, 2008, by
and among Soros Fund Management LLC, George Soros, Robert
Soros, and Jonathan Soros...........................................11
B. Power of Attorney, dated June 16, 2005, granted by George Soros
in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield,
Jay Schoenfarber, and Robert Soros..................................12
C. Power of Attorney, dated as of October 3, 2007, granted by Robert
Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann
Canfield, Jay Schoenfarber, and David Taylor........................13
D. Power of Attorney, dated as of October 3, 2007, granted by
Jonathan Soros in favor of Armando T. Belly, Jodye Anzalotta,
Maryann Canfield, Jay Schoenfarber, and David Taylor................14
CUSIP NO. 973149107 PAGE 11 OF 14 PAGES
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Schedule 13G with respect to the
Common stock, par value $0.001 per share, of Wind River Systems, Inc., dated as
of March 17, 2008, is, and any amendments thereto (including amendments on
Schedule 13D) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934.
Date: March 17, 2008 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye Anzalotta
-----------------------------------
Jodye Anzalotta
Assistant General Counsel
Date: March 17, 2008 GEORGE SOROS
By: /s/ Jodye Anzalotta
-----------------------------------
Jodye Anzalotta
Attorney-in-Fact
Date: March 17, 2008 ROBERT SOROS
By: /s/ Jodye Anzalotta
-----------------------------------
Jodye Anzalotta
Attorney-in-Fact
Date: March 17, 2008 JONATHAN SOROS
By: /s/ Jodye Anzalotta
-----------------------------------
Jodye Anzalotta
Attorney-in-Fact
CUSIP NO. 973149107 PAGE 12 OF 14 PAGES
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make,
constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN
CANFIELD, JAY SCHOENFARBER and ROBERT SOROS, acting individually, as my agent
and attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as Chairman of, member of or in other capacities
with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or
entities advised by me or SFM LLC, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National
Futures Association, the United States Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder, including
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
Execution of this power of attorney revokes that certain Power of
Attorney dated as of the 11th March 2005 with respect to the same matters
addressed above.
This power of attorney shall be valid from the date hereof until revoked
by me. IN WITNESS WHEREOF, I have executed this instrument as of the 16th day of
June 2005.
GEORGE SOROS
/s/ Daniel Eule
------------------------------------
Daniel Eule
Attorney-in-Fact for George Soros
CUSIP NO. 973149107 PAGE 13 OF 14 PAGES
EXHIBIT C
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make,
constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN
CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent
and attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as Deputy Chairman of, member of or in other
capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates
or entities advised by me or SFM LLC, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with the Commodity Futures Trading Commission and National
Futures Association, the United States Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder, including
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until
revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day
of October 2007.
ROBERT SOROS
/s/ ROBERT SOROS
------------------------------
CUSIP NO. 973149107 PAGE 14 OF 14 PAGES
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, JONATHAN SOROS, hereby make,
constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN
CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent
and attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as President and Deputy Chairman of, member of or
in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its
affiliates or entities advised by me or SFM LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities, futures contracts or other investments, and any other
documents relating or ancillary thereto, including without limitation all
documents relating to filings with the Commodity Futures Trading Commission and
National Futures Association, the United States Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations promulgated
thereunder, including all documents relating to the beneficial ownership of
securities required to be filed with the SEC pursuant to Section 13(d) or
Section 16(a) of the Act and any information statements on Form 13F required to
be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of these attorneys-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until
revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 3rd day
of October 2007.
JONATHAN SOROS
/s/ Jonathan Soros
------------------------------