-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lbt7Ojh9oA6rf5tzFUfM2/1+C1nm5ZV9tGro6NI8zJX/YebMqvp3FO8DTgtH1XKf 1PSxp8K3psWndDN0TNHqSQ== 0001181431-09-035862.txt : 20090720 0001181431-09-035862.hdr.sgml : 20090719 20090720212752 ACCESSION NUMBER: 0001181431-09-035862 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090716 FILED AS OF DATE: 20090720 DATE AS OF CHANGE: 20090720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRUGGEMAN JOHN J CENTRAL INDEX KEY: 0001279506 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33061 FILM NUMBER: 09954052 MAIL ADDRESS: STREET 1: 500 WIND RIVER WAY CITY: ALAMEDA STATE: CA ZIP: 94501 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WIND RIVER SYSTEMS INC CENTRAL INDEX KEY: 0000833829 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 942873391 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 500 WIND RIVER WAY CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: 5107484100 MAIL ADDRESS: STREET 1: 500 WIND RIVER WAY CITY: ALAMEDA STATE: CA ZIP: 94501 4 1 rrd248724.xml FORM 4 X0303 4 2009-07-16 1 0000833829 WIND RIVER SYSTEMS INC WIND 0001279506 BRUGGEMAN JOHN J 500 WIND RIVER WAY ALAMEDA CA 94501 0 1 0 0 Chief Marketing Officer Common Stock 2009-07-16 4 D 0 23497 11.50 D 0 D Common Stock 2009-07-16 4 D 0 2885 11.50 D 0 I Under 401(k) Plan Non-Qualified Stock Option (right to buy) 8.50 2009-07-16 4 D 0 95384 D 2014-02-09 Common Stock 95384 0 D Non-Qualified Stock Option (right to buy) 12.10 2009-07-16 4 D 0 100000 D 2011-12-01 Common Stock 100000 0 D Non-Qualified Stock Option (right to buy) 14.49 2009-07-16 4 D 0 75000 D 2012-12-06 Common Stock 75000 0 D Non-Qualified Stock Option (right to buy) 9.94 2009-07-16 4 D 0 37500 D 2014-03-28 Common Stock 37500 0 D Non-Qualified Stock Option (right to buy) 7.10 2009-07-16 4 D 0 40000 D 2015-03-24 Common Stock 40000 0 D Restricted Stock Units 2009-07-16 4 D 0 3250 D Common Stock 3250 0 D Restricted Stock Units 2009-07-16 4 D 0 6650 D Common Stock 6650 0 D Restricted Stock Units 2009-07-16 4 D 0 60003 D Common Stock 60003 0 D Pursuant to the Merger Agreement between the Issuer and Intel Corporation ("Intel") dated June 4, 2009 (the "Merger Agreement"), each share of WIND common stock will be exchanged for $11.50 in cash. As of July 16, 2009, the reporting person owned approximately 9,039 units, which units represent interests in a Wind River 401(k) Plan. As of July 16, 2009, those units equate to approximately 2,885 shares of WIND common stock at the closing price of WIND common stock on July 16, 2009 of $11.50. The option is fully vested. Pursuant to the Merger Agreement, the option will be assumed by Intel and converted into an option to purchase 0.6892 shares of Intel common stock for each share of WIND common stock at an exercise price equal to the current exercise price divided by 0.6892 per share. The option was granted on December 6, 2005 and provided for vesting of one-fourth of the shares subject to the option on December 6, 2006 and one forty-eighth of the shares subject to the option shall vest monthly thereafter. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, vesting was accelerated by a period of one year on July 10, 2009. The option was granted on March 28, 2007 and provided for vesting of one-fourth of the shares subject to the option on March 28, 2008 and one forty-eighth of the shares subject to the option shall vest monthly thereafter. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, vesting was accelerated by a period of one year on July 10, 2009. The option was granted on March 24, 2008 and provided for vesting of one-fourth of the shares subject to the option on March 24, 2009 and one forty-eighth of the shares subject to the option shall vest monthly thereafter. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, vesting was accelerated by a period of one year on July 10, 2009. Each restricted stock unit represents a contingent right to receive one share of WIND common stock. The restricted stock units shall vest and shares become issuable on March 28, 2010. Not applicable. Pursuant to the Merger Agreement, the restricted stock units will be assumed by Intel and converted into a restricted stock unit for 0.6892 shares of Intel common stock per share of WIND common stock. The restricted stock units shall vest and shares become issuable in two equal annual installments beginning on March 24, 2010. The restricted stock units shall vest and shares become issuable in two equal annual installments beginning on March 20, 2010. /s/ Jane Bone, by power of attorney 2009-07-20 -----END PRIVACY-ENHANCED MESSAGE-----