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