Edgar Filing: JOHNSON KENNETH W

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 ^*

JOHNSON KENNETH W

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 & GENERAL COUNSEL

(Last)

(First)

(Middle)

411 FIRST AVENUE SOUTH, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2005

(Street)

SEATTLE, WA 98104-2860

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock ⁽¹⁾	12/20/2005		A		100,000	A	$ 0	186,912 ⁽²⁾	D
Common Stock								3,476	I	By 401(k) plan
Common Stock								100 ⁽³⁾	I	By spouse
Common Stock								500 ⁽³⁾	I	By daughter
Common Stock								2,600 ⁽⁴⁾	I	By Trustee

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

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 7.8438

12/20/2005

57,252

02/01/2001

02/01/2010

Common

57,252

⁽⁵⁾

472,948

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 1.49

12/20/2005

57,252

12/20/2005

02/01/2010

Common

57,252

⁽⁵⁾

530,200

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 7.8438

12/20/2005

12,748

02/01/2001

02/01/2010

Common

12,748

⁽⁵⁾

517,452

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 1.49

12/20/2005

12,748

12/20/2005

02/01/2010

Common

12,748

⁽⁵⁾

530,200

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 6.125

12/20/2005

23,675

02/03/2000

02/03/2009

Common

23,675

⁽⁵⁾

506,525

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 1.49

12/20/2005

23,675

12/20/2005

02/03/2009

Common

23,675

⁽⁵⁾

530,200

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 6.125

12/20/2005

5,525

02/03/2000

02/03/2009

Common

5,525

⁽⁵⁾

524,675

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 1.49

12/20/2005

5,525

12/20/2005

02/03/2009

Common

5,525

⁽⁵⁾

530,200

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 3.95

12/20/2005

117,500

08/26/2003

08/26/2012

Common

117,500

⁽⁵⁾

412,700

Employee Stock Option (Right to Buy) ⁽⁵⁾

$ 1.49

12/20/2005

117,500

12/20/2005

08/26/2012

Common

117,500

⁽⁵⁾

530,200

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JOHNSON KENNETH W 411 FIRST AVENUE SOUTH SUITE 600 SEATTLE, WA 98104-2860			SENIOR VP & GENERAL COUNSEL

Signatures

KENNETH W. JOHNSON		12/22/2005
^**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)	Restricted stock award, vests in full on June 30, 2007.
(2)	Includes indicated shares acquired under issuer's Employee Stock Purchase Plan, exempt from reporting under Section 16(a) pursuant to Rule 16-a3(f)(1)(i)(B); 95 shares on 3/15/05; 190 shares on 6/15/05; 293 shares on 9/15/05 and 346 shares on 12/15/05.
(3)	The reporting person disclaims beneficial ownership of all securities by his spouse and daughter, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 26 or for any other purpose.
(4)	Reporting person disclaims beneficial ownership of these shares for which he has voting and dispositive powers as trustee.
(5)	These options were repriced with no changes to the other option terms. For Form 4 purposes, the recipient is considered to have received a grant of a new non-qualified stock option upon the surrender of an existing option, as indicated.

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