0000949158-19-000193.txt : 20190927
0000949158-19-000193.hdr.sgml : 20190927
20190927181511
ACCESSION NUMBER: 0000949158-19-000193
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190925
FILED AS OF DATE: 20190927
DATE AS OF CHANGE: 20190927
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MORREALE CHARLES A
CENTRAL INDEX KEY: 0001434715
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-26820
FILM NUMBER: 191123357
MAIL ADDRESS:
STREET 1: 901 FIFTH AVENUE, SUITE 1000
CITY: SEATTLE
STATE: WA
ZIP: 98164
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CRAY INC
CENTRAL INDEX KEY: 0000949158
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571]
IRS NUMBER: 930962605
STATE OF INCORPORATION: WA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 901 FIFTH AVENUE
STREET 2: SUITE 1000
CITY: SEATTLE
STATE: WA
ZIP: 98164
BUSINESS PHONE: 2067012000
MAIL ADDRESS:
STREET 1: 901 FIFTH AVENUE
STREET 2: SUITE 1000
CITY: SEATTLE
STATE: WA
ZIP: 98164
FORMER COMPANY:
FORMER CONFORMED NAME: TERA COMPUTER CO \WA\
DATE OF NAME CHANGE: 19950809
4
1
wf-form4_156962249318864.xml
FORM 4
X0306
4
2019-09-25
1
0000949158
CRAY INC
CRAY
0001434715
MORREALE CHARLES A
C/O CRAY INC., 901 FIFTH AVENUE,
SUITE 1000
SEATTLE
WA
98164
0
1
0
0
SVP, Field Operations
Common Stock
2019-09-25
4
D
0
51702
35
D
0
D
Common Stock
2019-09-25
4
D
0
2059
35
D
0
I
By 401(k) plan
Restricted Stock Unit (RSU)
2019-09-25
4
D
0
66600
D
Common Stock
66600.0
0
D
Restricted Stock Unit (RSU)
2019-09-25
4
D
0
2000
D
Common Stock
2000.0
0
D
Restricted Stock Unit (RSU)
2019-09-25
4
D
0
10000
D
Common Stock
10000.0
0
D
Restricted Stock Unit (RSU)
2019-09-25
4
D
0
9750
D
Common Stock
9750.0
0
D
Restricted Stock Unit (RSU)
2019-09-25
4
D
0
20000
D
Common Stock
20000.0
0
D
Stock option (right to buy)
26.58
2019-09-25
4
D
0
11000
D
2024-05-21
Common Stock
11000.0
0
D
Stock option (right to buy)
27.83
2019-09-25
4
D
0
10000
D
2025-05-06
Common Stock
10000.0
0
D
Stock option (right to buy)
31.45
2019-09-25
4
D
0
8000
D
2026-05-19
Common Stock
8000.0
0
D
Stock option (right to buy)
18.0
2019-09-25
4
D
0
20000
D
2027-05-18
Common Stock
20000.0
0
D
Stock option (right to buy)
27.1
2019-09-25
4
D
0
13000
D
2028-05-17
Common Stock
13000.0
0
D
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").
Each restricted stock unit represents a contingent right to receive one share of the issuer's Common Stock.
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.
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.
On May 19, 2016, the reporting person was granted 8,000 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.
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.
On May 18, 2017, the reporting person was granted 20,000 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.
On May 17, 2018, the reporting person was granted 13,000 restricted stock units, with one-quarter 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.
On May 2, 2019, the reporting person was granted 20,000 restricted stock units, with one-quarter 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.
The option was 100% vested and exercisable on May 21, 2018.
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.
The option was 100% vested and exercisable on May 6, 2019.
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.
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.
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.
/s/ Michael C. Piraino, Attorney-in-Fact for Charles A. Morreale
2019-09-27