Edgar Filing: SCOTT STEVEN LEE

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCOTT STEVEN LEE

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)
Senior VP & CTO

(Last)

(First)

(Middle)

901 FIFTH AVENUE,, SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2009

(Street)

SEATTLE, WA 98164

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy Common Stock)

$ 20

03/20/2009

D⁽¹⁾

547

03/21/2005

07/01/2010

Common Stock

547

$ 0.1

185,596

Stock Option (right to buy Common Stock)

$ 10.12

03/20/2009

D⁽¹⁾

948

03/21/2005

02/07/2011

Common Stock

948

$ 0.1

184,648

Stock Option (right to buy Common Stock)

$ 10.36

03/20/2009

D⁽¹⁾

7,292

03/21/2005

04/29/2012

Common Stock

7,292

$ 0.1

177,356

Stock Option (right to buy Common Stock)

$ 16.4

03/20/2009

D⁽¹⁾

3,907

03/21/2005

07/12/2012

Common Stock

3,907

$ 0.1

173,449

Stock Option (right to buy Common Stock)

$ 27.56

03/20/2009

D⁽¹⁾

3,628

03/21/2005

02/05/2014

Common Stock

3,628

$ 0.1

169,821

Stock Option (right to buy Common Stock)

$ 27.56

03/20/2009

D⁽¹⁾

8,871

03/21/2005

02/05/2014

Common Stock

8,871

$ 0.1

160,950

Stock Option (right to buy Common Stock)

$ 14.76

03/20/2009

D⁽¹⁾

6,250

03/21/2005

09/20/2014

Common Stock

6,250

$ 0.1

154,700

Stock Option (right to buy Common Stock)

$ 14

03/20/2009

D⁽¹⁾

6,250

12/31/2005

05/11/2015

Common Stock

6,250

$ 0.215

148,450

Stock Option (right to buy Common Stock)

$ 12

03/20/2009

D⁽¹⁾

6,250

12/31/2005

05/11/2015

Common Stock

6,250

$ 0.383

142,200

Stock Option (right to buy Common Stock)

$ 10

03/20/2009

D⁽¹⁾

6,250

12/31/2005

05/11/2015

Common Stock

6,250

$ 0.57

135,950

Stock Option (right to buy Common Stock)

$ 8

03/20/2009

D⁽¹⁾

6,250

12/31/2005

05/11/2015

Common Stock

6,250

$ 0.783

129,700

Stock Option (right to buy Common Stock)

$ 10.56

03/20/2009

D⁽¹⁾

9,400

12/19/2007

12/19/2016

Common Stock

9,400

$ 0.7

120,300

Stock Option (right to buy Common Stock)

$ 10.56

03/20/2009

D⁽¹⁾

12,700

12/19/2007

12/19/2016

Common Stock

12,700

$ 0.7

107,600

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCOTT STEVEN LEE 901 FIFTH AVENUE, SUITE 1000 SEATTLE, WA 98164			Senior VP & CTO

Signatures

Steven L. Scott by Kenneth W. Johnson, Attorney-in-Fact		03/24/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The options were tendered in exchange for a cash payment pursuant to an issuer tender offer described in the Tender Offer Statement on Schedule TO filed with the Commission on February 20, 2009, as amended on March 10, 2009. This transaction is exempt from Section 16(b) of the Securities Exhange Act of 1934 pursuant to Rule 16b-3(e).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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