SEC FORM 4

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bone Jane E

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2009

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)

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)	$10.4	07/16/2009		D			6,355	⁽¹⁾	09/24/2011	Common Stock	6,355	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$8.07	07/16/2009		D			10,000	⁽¹⁾	12/19/2013	Common Stock	10,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$10.33	07/16/2009		D			10,000	⁽¹⁾	03/19/2014	Common Stock	10,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$15.71	07/16/2009		D			50,000	⁽¹⁾	06/21/2012	Common Stock	50,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$12.51	07/16/2009		D			18,000	⁽³⁾	10/07/2012	Common Stock	18,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$10.18	07/16/2009		D			37,500	⁽⁴⁾	03/21/2014	Common Stock	37,500	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$7.1	07/16/2009		D			22,500	⁽⁵⁾	03/24/2015	Common Stock	22,500	⁽²⁾	0	D
Restricted Stock Units	⁽⁶⁾	07/16/2009		D			3,250	⁽⁷⁾	⁽⁸⁾	Common Stock	3,250	⁽⁹⁾	0	D
Restricted Stock Units	⁽⁶⁾	07/16/2009		D			3,750	⁽¹⁰⁾	⁽⁸⁾	Common Stock	3,750	⁽⁹⁾	0	D
Restricted Stock Units	⁽⁶⁾	07/16/2009		D			10,001	⁽¹¹⁾	⁽⁸⁾	Common Stock	10,001	⁽⁹⁾	0	D

Explanation of Responses:

1. The option is fully vested.

2. Pursuant to the Merger Agreement between the Issuer and Intel Corporation ("Intel") dated June 4, 2009 (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.

3. The option was granted on October 7, 2005 and provided for vesting of one-fourth of the shares subject to the option on October 7, 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.

4. The option was granted on March 21, 2007 and provided for vesting of one-fourth of the shares subject to the option on March 21, 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.

5. 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.

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

7. The restricted stock units shall vest and shares become issuable on March 21, 2010.

8. Not applicable.

9. 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.

10. The restricted stock units shall vest and shares become issuable in two equal annual installments beginning on March 24, 2010.

11. The restricted stock units shall vest and shares become issuable in two equal annual installments beginning on March 20, 2010.

	/s/ Jane E. Bone	07/20/2009
	** 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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