Ungaro Peter J Form 4 CRAY / PETER J UNGARO ownership change

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

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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^*

UNGARO PETER J

(Last) (First) (Middle)

C/O CRAY INC., 901 FIFTH AVENUE,

SUITE 1000

(Street)

SEATTLE WA 98164

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CRAY INC [ CRAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/17/2019		M		16,200	A	(1)	303,368	D
Common Stock	05/17/2019		F		6,375(2)	D	$36.52(3)	296,993	D
Common Stock	05/18/2019		M		25,000	A	(1)	321,993	D
Common Stock	05/18/2019		F		9,838(2)	D	$36.52(3)	312,155	D
Common Stock	05/19/2019		M		7,000	A	(1)	319,155	D
Common Stock	05/19/2019		F		2,755(2)	D	$36.52(3)	316,400	D
Common Stock								3,443	I	By 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(1)	05/17/2019		M			16,200	(4)	(4)	Common Stock	16,200	$0	48,603	D
Restricted Stock Unit (RSU)	(1)	05/18/2019		M			25,000	(5)	(5)	Common Stock	25,000	$0	50,000	D
Restricted Stock Unit (RSU)	(1)	05/19/2019		M			7,000	(6)	(6)	Common Stock	7,000	$0	7,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the issuer's Common Stock.

2. Represents 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.

3. Represents 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.

4. On May 17, 2018, the reporting person was granted 64,803 restricted stock units, with one-quarter of these shares vest 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.

5. On May 18, 2017, the reporting person was granted 100,000 restricted stock units, with one-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.

6. On 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.

Remarks:

	/s/ Michael C. Piraino as attorney-in-fact for Peter J. Ungaro	05/20/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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