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^*

FIDDLER JERRY

(Last)

(First)

(Middle)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2009

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	06/04/2009		S⁽¹⁾		45,000	D	$11.5217⁽²⁾	2,397,554	I	See footnote⁽³⁾
Common Stock	06/04/2009		S⁽¹⁾		7,500	D	$11.5217⁽²⁾	500,625	I	See footnote⁽⁴⁾
Common Stock	06/04/2009		S⁽¹⁾		3,750	D	$11.5217⁽²⁾	272,813	I	See footnote⁽⁵⁾
Common Stock	06/04/2009		S⁽¹⁾		3,750	D	$11.5217⁽²⁾	272,813	I	See footnote⁽⁶⁾
Common Stock	06/04/2009		P⁽⁷⁾⁽⁸⁾		45,000	A	$11.52	2,442,554	I	See footnote⁽³⁾
Common Stock	06/04/2009		P⁽⁷⁾⁽⁸⁾		7,500	A	$11.52	508,125	I	See footnote⁽⁴⁾
Common Stock	06/04/2009		P⁽⁷⁾⁽⁸⁾		3,750	A	$11.52	276,563	I	See footnote⁽⁵⁾
Common Stock	06/04/2009		P⁽⁷⁾⁽⁸⁾		3,750	A	$11.52	276,563	I	See footnote⁽⁶⁾
Common Stock								247,953	I	See footnote⁽⁹⁾
Common Stock								2,023.4065	I	See footnote⁽¹⁰⁾

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)

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 3, 2008.

2. The sale price reported in column 4 of Table I represents the weighted average sale price of the shares sold ranging from $11.52 to $11.53 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the reporting person will provide full information regarding the number of shares sold at each separate price.

3. Shares held directly by The Fiddler and Alden Family Trust for which the reporting person serves as a trustee.

4. Shares held directly by the Jazem II Family Partners LP - Fund 5 for which the reporting person serves as a general partner.

5. Shares held directly by the Jazem I Family Partners LP - Fund 5 for which the reporting person serves as a general partner.

6. Shares held directly by the Jazem IV Family Partners LP - Fund 5 for which the reporting person serves as a general partner.

7. As an unintended consequence of the announcement just before market open on June 4, 2009 of the entering into of an agreement for the acquisition of all outstanding capital stock of the Issuer pursuant to an Agreement and Plan of Merger among Intel Corporation, APC II Acquisition Corporation and the Issuer (the "Merger Agreement"), certain sales pursuant to the reporting person's Rule 10b5-1 trading plan occurred in the early hours of trading after the opening of market. The reporting person did not intend to sell any shares pursuant to the Rule 10b5-1 plan or otherwise once the Merger Agreement was executed except in connection with the tender offer related to the Merger Agreement. (Continue to footnote 8)

8. As a result, the administrator of the Rule 10b5-1 plan, at the instruction of the reporting person, repurchased on the open market an equal number of shares sold from the Rule 10b5-1 plan in order to put the reporting person in the same position relative to the holdings of the reporting person's shares as before the announcement.

9. Shares held directly by the Jazem III Family Partners - Fund 5 for which the reporting person serves as a general partner.

10. Shares held directly by a 401(k) Plan. As of June 5, 2009, the reporting person owned 6,342.916 units, which units represent interests in a Wind River 401(k) plan. As of June 5, 2009, these units equate in value to approximately 2,023.4065 shares of Wind River common stock at the closing price of Wind River common stock as of June 5, 2009 of $11.63 per share. The information in this report on Form 4 is based on a plan statement dated as of June 5, 2009.

	/s/ Ian R. Halifax, by Power of Attorney	06/08/2009
	** 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 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).
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