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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Barry Mainz

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2009

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	07/10/2009		U		5,913	D	$11.5	640⁽¹⁾	D
Common Stock	07/10/2009		M		38,322	A	$0	38,962	D
Common Stock	07/10/2009		F		13,701⁽²⁾	D	$11.5	25,261	D
Common Stock								2,843⁽⁸⁾	I	Under 401(k) Plan

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)
Restricted Stock Units	⁽³⁾	07/10/2009		M			5,000	⁽⁴⁾	⁽⁵⁾	Common Stock	5,000	$0	5,000	D
Restricted Stock Units	⁽³⁾	07/10/2009		M			3,325	⁽⁶⁾	⁽⁵⁾	Common Stock	3,325	$0	6,650	D
Restricted Stock Units	⁽³⁾	07/10/2009		M			29,997	⁽⁷⁾	⁽⁵⁾	Common Stock	29,997	$0	60,003	D

Explanation of Responses:

1. All shares were acquired under the Wind River, Inc. stock purchase plan on June 30, 2009.

2. Reflects shares withheld to cover taxes in connection with the vesting of restricted stock units awarded on March 21, 2007, March 24, 2008 and March 20, 2009.

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

4. A total of 20,000 restricted stock units were originally awarded on March 21, 2007 of which 10,000 units have vested and converted into an equal number of shares of common stock. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, 5,000 units vested and shares became issuable on July 10, 2009 upon a change of control. The remaining units shall vest and shares become issuable on March 21, 2010.

5. Not applicable.

6. A total of 13,300 restricted stock units were originally awarded on March 24, 2008 of which 3,325 units have vested and converted into an equal number of shares of common stock.. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, 3,325 units vested and shares became issuable on July 10, 2009 upon a change of control. The remaining units shall vest and shares become issuable in two equal annual installments beginning on March 24, 2010.

7. A total of 90,000 restricted stock units were originally awarded on March 20, 2009. Pursuant to the terms of the Executive Officers' Change of Control Incentive and Severance Benefit Plan, as amended, 29,997 units vested and shares became issuable on July 10, 2009 upon a change of control. The remaining units shall vest and shares become issuable in two equal annual installments beginning on March 20, 2010.

8. As of July 10, 2009, the reporting person owned approximately 8,908 units, which units represent interests in a Wind River 401(k) Plan. As of July 10, 2009, those units equate to approximately 2,843 shares of Wind River common stock at the closing price of Wind River common stock on July 10, 2009 of $11.50. The reporting person instructed the administrator of the 401(k) plan to tender the reporting person's interest in such plan into the tender offer made by APC II Acquisition Corporation, a subsidiary of Intel, for all outstanding Wind River shares and, pursuant to such tender offer, the reporting person will receive cash (equal to $11.50 per share) in respect of such interest.

	/s/ Ian R. Halifax, by power of attorney	07/14/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.