0000949158-19-000194.txt : 20190927 0000949158-19-000194.hdr.sgml : 20190927 20190927181531 ACCESSION NUMBER: 0000949158-19-000194 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: Papaefstathiou Efstathios CENTRAL INDEX KEY: 0001618558 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26820 FILM NUMBER: 191123358 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_156962251506164.xml FORM 4 X0306 4 2019-09-25 1 0000949158 CRAY INC CRAY 0001618558 Papaefstathiou Efstathios C/O CRAY INC., 901 FIFTH AVENUE SUITE 1000 SEATTLE WA 98164 0 1 0 0 SVP, R&D Common Stock 2019-09-25 4 D 0 25054 35 D 0 D Restricted Stock Unit (RSU) 2019-09-25 4 D 0 26000 D Common Stock 26000.0 0 D Restricted Stock Unit (RSU) 2019-09-25 4 D 0 18000 D Common Stock 18000.0 0 D Restricted Stock Unit (RSU) 2019-09-25 4 D 0 17500 D Common Stock 17500.0 0 D Restricted Stock Unit (RSU) 2019-09-25 4 D 0 15750 D Common Stock 15750.0 0 D Restricted Stock Unit (RSU) 2019-09-25 4 D 0 50000 D Common Stock 50000.0 0 D Stock option (right to buy) 18.0 2019-09-25 4 D 0 35000 D 2027-05-18 Common Stock 35000.0 0 D Stock option (right to buy) 27.1 2019-09-25 4 D 0 21000 D 2028-05-17 Common Stock 21000.0 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 January 9, 2017, the reporting person was granted 36,000 restricted stock units, with one-quarter vesting on each of January 9, 2018, January 9, 2019, January 9, 2020 and January 9, 2021, 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 35,000 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 21,000 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 50,000 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. 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. 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. 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 as attorney-in-fact for Efstathios Papaefstathiou 2019-09-27