Edgar Filing: MORRISON SCOT K

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MORRISON SCOT K

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)
SVP & Gen. Mgr., Vx Works Div.

(Last)

(First)

(Middle)

500 WIND RIVER WAY

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2009

(Street)

ALAMEDA, CA 94501

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/10/2009		U		27,375	D	$ 11.5	640 ⁽¹⁾	D
Common Stock	07/10/2009		M		36,572	A	$ 0	37,212	D
Common Stock	07/10/2009		F		13,075 ⁽²⁾	D	$ 11.5	24,137	D
Common Stock								5,519 ⁽⁸⁾	I	Under 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽³⁾

07/10/2009

3,250

⁽⁴⁾

⁽⁵⁾

Common Stock

3,250

$ 0

3,250

Restricted Stock Units

⁽³⁾

07/10/2009

3,325

⁽⁶⁾

⁽⁵⁾

Common Stock

3,325

$ 0

6,650

Restricted Stock Units

⁽³⁾

07/10/2009

29,997

⁽⁷⁾

⁽⁵⁾

Common Stock

29,997

$ 0

60,003

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MORRISON SCOT K 500 WIND RIVER WAY ALAMEDA, CA 94501			SVP & Gen. Mgr., Vx Works Div.

Signatures

/s/ Ian R. Halifax, by power of attorney		07/14/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	All shares were 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 March 21, 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 March 21, 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 March 21, 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 17,293 units, which units represent interests in a Wind River 401(k) Plan. As of July 10, 2009, those units equate to approximately 5,519 shares of Wind River common stock at the closing price of Wind River common stock on July 10, 2009 of $11.50.

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