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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 | ||||||||
Non-Qualified Stock Option (right to buy) | $ 7.1 | 03/24/2008 | A | 40,000 | (4) | 03/24/2015 | Common Stock | 40,000 | $ 0 | 40,000 | D | ||||
Restricted Stock Units | (5) | 03/24/2008 | A | 13,300 | (6) | (6) | Common Stock | 13,300 | $ 0 | 13,300 | D | ||||
Restricted Stock Units | (7) | 03/21/2008 | M | 3,250 | 03/21/2008 | (8) | Common Stock | 3,250 | (7) | 9,750 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MORRISON SCOT K 500 WIND RIVER WAY ALAMEDA, CA 94501 |
SVP&GM, VxWorks Product Div. |
/s/ Ian R. Halifax, by Power of Attorney | 03/25/2008 | |
**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) | The reporting person received shares of Wind River common stock upon vesting of some of the restricted stock units granted on March 21, 2007. |
(2) | Includes 435 shares and 658 shares acquired under the Wind River stock purchase plan on June 29, 2007 and December 31,2007, respectively. |
(3) | As of March 20, 2008, the reporting person owned 13,063.869 units, which units represent interests in a Wind River 401(k) Plan. As of March 20, 2008, those units equate in value to approximately 4,197.6997 shares of Wind River common stock at the closing price of Wind River common stock on March 20, 2008 of $6.66. |
(4) | Assuming continued employment with the Company, 25% of the shares subject to the option shall vest on March 24, 2009 and 1/48 of the shares subject to the option shall vest each month thereafter. |
(5) | Each restricted stock unit represents a contingent right to receive one share of WIND common stock. |
(6) | The restricted stock units vest in four equal annual installments beginning on March 24, 2009. |
(7) | Some of the restricted stock units granted the the reporting person on March 21, 2007 vested and the reporting person received shares of Wind River common stock as reported in Table 1 above. |
(8) | The restricted stock units vest in four equal annual installments beginning on March 21, 2008. |