Form Type: 4

SEC EDGAR Link
Accession Number:0000949158-19-000192
Date:2019-09-25
Issuer: CRAY INC (CRAY)
Original Submission Date:

Reporting Person:

HENRY BRIAN C
C/O CRAY INC., 901 FIFTH AVENUE,
SUITE 1000 SEATTLE, WA 98164

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-09-25 D 26,372 d $35.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNIT (RSU) 0.0 2019-09-25 deemed execution date D 66,600 (d) common stock 66,600 $0.00 0 direct
RESTRICTED STOCK UNIT (RSU) 0.0 2019-09-25 deemed execution date D 3,500 (d) common stock 3,500 $0.00 0 direct
RESTRICTED STOCK UNIT (RSU) 0.0 2019-09-25 deemed execution date D 20,000 (d) common stock 20,000 $0.00 0 direct
RESTRICTED STOCK UNIT (RSU) 0.0 2019-09-25 deemed execution date D 18,000 (d) common stock 18,000 $0.00 0 direct
RESTRICTED STOCK UNIT (RSU) 0.0 2019-09-25 deemed execution date D 50,000 (d) common stock 50,000 $0.00 0 direct
STOCK OPTION (RIGHT TO BUY) 19.64 2019-09-25 deemed execution date D 29,000 (d) 2023-07-01 common stock 29,000 $19.64 0 direct
STOCK OPTION (RIGHT TO BUY) 26.58 2019-09-25 deemed execution date D 17,000 (d) 2024-05-21 common stock 17,000 $26.58 0 direct
STOCK OPTION (RIGHT TO BUY) 27.83 2019-09-25 deemed execution date D 15,000 (d) 2025-05-06 common stock 15,000 $27.83 0 direct
STOCK OPTION (RIGHT TO BUY) 31.45 2019-09-25 deemed execution date D 14,000 (d) 2026-05-19 common stock 14,000 $31.45 0 direct
STOCK OPTION (RIGHT TO BUY) 18.0 2019-09-25 deemed execution date D 40,000 (d) 2027-05-18 common stock 40,000 $18.00 0 direct
STOCK OPTION (RIGHT TO BUY) 27.1 2019-09-25 deemed execution date D 24,000 (d) 2028-05-17 common stock 24,000 $27.10 0 direct
Footnotes
IDfootnote
f1 disposed of pursuant to the merger agreement among issuer, canopy merger sub, inc., and hewlett packard enterprise company ("hpe") dated may 16, 2019 (the "merger agreement") for a payment of $35.00 in cash (the "merger consideration") on the closing date of the merger (the "closing date").
f2 each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
f3 all or a portion of these shares vest if and when certain performance criteria relating to the issuer are met, subject to the reporting person's provision of service to the issuer on the applicable vesting date.
f4 performance-vesting rsus were converted on the closing date into a cash equivalent award with respect to 50% of the number of underlying shares (with the remainder of such shares forfeited) valued based on the merger consideration in accordance with certain terms and conditions that were individually agreed with hpe.
f5 on may 19, 2016, the reporting person was granted 14,000 restricted stock units, with one quarter vesting on each of may 19, 2017, may 19, 2018, may 19, 2019 and may 19, 2020, subject to the reporting person's provision of service to the issuer on each vesting date.
f6 rsus were converted on the closing date into a cash equivalent award valued based on the merger consideration in accordance with certain terms and conditions that were individually agreed with hpe.
f7 on may 18, 2017, the reporting person was granted 40,000 restricted stock units, with one quarter vesting on each of may 18, 2018, may 18, 2019, may 18, 2020 and may 18, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.
f8 on may 17, 2018, the reporting person was granted 24,000 restricted stock units, with one-quarter of these shares vesting on each of may 17, 2019, may 17, 2020, may 17, 2021 and may 17, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.
f9 on may 2, 2019, the reporting person was granted 50,000 restricted stock units, with one-quarter of these shares vesting on each of may 2, 2020, may 2, 2021, may 2, 2022 and may 2, 2023 subject to the reporting person's provision of service to the issuer on each vesting date.
f10 the option was 100% vested and exercisable on july 1, 2017.
f11 to the extent vested, the option was cancelled and converted on the closing date into a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the merger consideration over the applicable per share exercise price of such option. to the extent unvested, the option was converted on the closing date into a cash equivalent award valued based on the merger consideration in accordance with certain terms and conditions that were individually agreed with hpe.
f12 the option was 100% vested and exercisable on may 21, 2018.
f13 the option was 100% vested and exercisable on may 6, 2019.
f14 one-quarter of these shares vested on may 19, 2017 and 1/48th of these shares vest monthly thereafter, with 100% of the total shares vested and exercisable on may 19, 2020, subject to the reporting person's provision of service to the issuer on each vesting date.
f15 one-quarter of these shares vested on may 18, 2018 and 1/48th of these shares vest monthly thereafter, with 100% of the total shares vested and exercisable on may 18, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.
f16 one-quarter of these shares vested on may 17, 2019 and 1/48th of these shares vest monthly thereafter, with 100% of the total shares vested and exercisable on may 17, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.
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