SEC FORM 4

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^*

Artt Damian

(Last)

(First)

(Middle)

C/O 500 WIND RIVER WAY

(Street)

ALAMEDA

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)
	VP, WW Sales & Services

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2008

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)
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	03/21/2008		M		6,250	A	⁽¹⁾	10,236	D
Common Stock								1,725.5335⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$7.1	03/24/2008		A		60,000		⁽³⁾	03/24/2015	Common Stock	60,000	$0	60,000	D
Restricted Stock Units	⁽⁴⁾	03/24/2008		A		20,000		⁽⁵⁾	⁽⁵⁾	Common Stock	20,000	$0	20,000	D
Restricted Stock Units	⁽⁶⁾	03/21/2008		M			6,250	03/21/2008	⁽⁷⁾	Common Stock	6,250	⁽⁶⁾	18,750	D

Explanation of Responses:

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. As of March 20, 2008, the reporting person owned 5,370.118 units, which units represent interests in a Wind River 401(k) Plan. As of March 20, 2008, those units equate in value to approximately 1,725.5335 shares of Wind River common stock at the closing price of Wind River common stock on March 20, 2008 of $6.66. This information is based on a plan statement dated as of March 20, 2008.

3. 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.

4. Each restricted stock unit represents a contingent right to receive one share of WIND common stock.

5. The restricted stock units vest in four equal annual installments beginning on March 24, 2009.

6. Some of the restricted stock units granted to 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.

7. The restricted stock units vest in four equal annual installments beginning on March 21, 2008.

	/s/ Ian R. Halifax, by Power of Attorney	03/25/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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