SEC Form 4 · accession 0000949158-17-000058
CRAY INC · CRAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter J Ungaro
Officer — President & CEO · Director
Period of report
May 18, 2017
Accepted (ET)
May 22, 2017 · 5:20 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000949158
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | May 19, 2017 | M | 7,000 | — | A | 273,902 | D | |
| Common StockF2,F3 | May 19, 2017 | F | 2,937 | $17.70 | D | 270,965 | D | |
| Common StockF4,F3 | May 21, 2017 | F | 3,776 | $17.70 | D | 267,189 | D | |
| Common Stock | holding | — | — | — | 3,443 | I | By 401(k) plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Unit (RSU)F1,F5 | — | May 18, 2017 | A | 100,000 | A | — | — | Common Stock | 100,000 | 100,000 | D |
| Stock option (right to buy)F6 | $18.00 | May 18, 2017 | A | 100,000 | A | — | May 18, 2027 | Common Stock | 100,000 | 100,000 | D |
| Restricted Stock Unit (RSU)F1,F7 | — | May 19, 2017 | M | 7,000 | D | — | — | Common Stock | 7,000 | 21,000 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the issuer's Common Stock.
- F2Represents shares of Common Stock that were withheld by the issuer to satisfy applicable withholding taxes in connection with the net settlement of the restricted stock units listed in Table II and does not represent a sale of Common Stock by the reporting person.
- F3Represents the per share closing price of the issuer's Common Stock on the applicable vesting date or, if there was no closing price on such date, the closing price on the trading date that was immediately prior to such vesting date.
- F4Represents shares of Common Stock that were withheld by the issuer to satisfy applicable withholding taxes in connection with the vesting of restricted stock and does not represent a sale of Common Stock by the reporting person.
- F5One-quarter of these shares vest 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.
- F6One-quarter of these shares vest 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.
- F7On May 19, 2016, the reporting person was granted 28,000 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.