SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

INTEL CORP

(Last)

(First)

(Middle)

2200 MISSION COLLEGE BLVD.

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/10/2009

3. Issuer Name and Ticker or Trading Symbol
WIND RIVER SYSTEMS INC [ WIND ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See footnotes (1)(2)(3) below

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	68,475,679	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Intel Corporation, Wind River Systems Inc. (the "Issuer") and APC II Acquisition Corporation, a subsidiary of Intel Corporation ("APC II"), entered into an Agreement and Plan of Merger, dated as of June 4, 2009, pursuant to which APC II commenced a tender offer (the "Offer") to acquire the outstanding shares of common stock of the Issuer. Upon consummation of the Offer, the Issuer will merge with APC II. On July 10, 2009, APC II acquired approximately 68,475,679 of the Issuer's common stock. Intel Corporation may be deemed to be the beneficial owner of such shares of common stock of the Issuer held by APC II. (Continued in footnote 2)

2. Intel Corporation disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, Intel Corporation is the beneficial owner of all such shares of common stock covered by this statement.

3. Intel Corporation, APC II, and certain stockholders of the Issuer (the "Stockholders") entered into a Tender and Support Agreement, dated as of June 4, 2009, pursuant to which the Stockholders agreed to tender their shares of common stock of the Issuer as promptly as practicable after receipt by such Stockholders of all documents or instruments required to be delivered pursuant to the terms of the Offer. Intel Corporation has no pecuniary interest in the shares held by the Stockholders and expressly disclaims beneficial ownership of any shares covered by the Tender and Support Agreement.

	/s/ Cary I. Klafter, Vice President, Legal and Corporate Affairs, and Corporate Secretary	07/15/2009
	** 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 5 (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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