Sec Form 4 Filing - Fairchild Charles Daniel @ CRAY INC - 2019-09-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fairchild Charles Daniel 2. Issuer Name and Ticker or Trading Symbol CRAY INC [ CRAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Corp. Controller & CAO (Last) (First) (Middle) C/O CRAY INC., 901 FIFTH AVENUE, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 09/25/2019 (Street) SEATTLE, WA98164 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/25/2019 D 25,609 D $ 35 ( 1 ) 0 D Common Stock 09/25/2019 D 210 D $ 35 ( 1 ) 0 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) ( 2 ) 09/25/2019 D 875 ( 3 ) ( 3 ) Common Stock 875 ( 4 ) 0 D Restricted Stock Unit (RSU) ( 2 ) 09/25/2019 D 5,500 ( 5 ) ( 5 ) Common Stock 5,500 ( 4 ) 0 D Restricted Stock Unit (RSU) ( 2 ) 09/25/2019 D 6,750 ( 6 ) ( 6 ) Common Stock 6,750 ( 4 ) 0 D Restricted Stock Unit (RSU) ( 2 ) 09/25/2019 D 8,000 ( 7 ) ( 7 ) Common Stock 8,000 ( 4 ) 0 D Stock option (right to buy) $ 5.08 09/25/2019 D 8,000 ( 8 ) 05/17/2020 Common Stock 8,000 ( 9 ) 0 D Stock option (right to buy) $ 6.08 09/25/2019 D 15,000 ( 10 ) 11/16/2021 Common Stock 15,000 ( 9 ) 0 D Stock option (right to buy) $ 12.08 09/25/2019 D 10,000 ( 11 ) 07/01/2022 Common Stock 10,000 ( 9 ) 0 D Stock option (right to buy) $ 19.64 09/25/2019 D 11,000 ( 12 ) 07/01/2023 Common Stock 11,000 ( 9 ) 0 D Stock option (right to buy) $ 26.58 09/25/2019 D 5,000 ( 13 ) 05/21/2024 Common Stock 5,000 ( 9 ) 0 D Stock option (right to buy) $ 27.83 09/25/2019 D 4,000 ( 14 ) 05/06/2025 Common Stock 4,000 ( 9 ) 0 D Stock option (right to buy) $ 31.45 09/25/2019 D 3,500 ( 15 ) 05/19/2026 Common Stock 3,500 ( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fairchild Charles Daniel C/O CRAY INC., 901 FIFTH AVENUE SUITE 1000 SEATTLE, WA98164 VP, Corp. Controller & CAO Signatures /s/ Michael C. Piraino as attorney-in-fact for Charles D. Fairchild 09/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )Each restricted stock unit represents a contingent right to receive one share of the issuer's Common Stock. ( 3 )On May 19, 2016, the reporting person was granted 3,500 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. ( 4 )The RSUs were assumed by HPE and converted into RSUs relating to a number of shares of HPE common stock determined in accordance with the formula set forth in the Merger Agreement. ( 5 )On May 18, 2017, the reporting person was granted 11,000 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. ( 6 )On May 16, 2018, the reporting person was granted 9,000 restricted stock units, with one-quarter vesting on each of May 16, 2019, May 16, 2020, May 16, 2021 and May 16, 2022, subject to the reporting person's provision of service to the issuer on each vesting date. ( 7 )On May 2, 2019, the reporting person was granted 8,000 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. ( 8 )The option was 100% vested and exercisable on May 17, 2014. ( 9 )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 an option to acquire a number of shares of HPE common stock determined in accordance with the formula set forth in the Merger Agreement. ( 10 )The option was 100% vested and exercisable on November 16, 2015. ( 11 )The option was 100% vested and exercisable on July 1, 2016. ( 12 )The option was 100% vested and exercisable on July 1, 2017. ( 13 )The option was 100% vested and exercisable on May 21, 2018. ( 14 )The option was 100% vested and exercisable on May 6, 2019. ( 15 )One-quarter of these shares vested on May 19, 2016 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.

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