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 *
HENRY BRIAN C
  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)
Executive VP & CFO
(Last)
(First)
(Middle)
901 FIFTH AVENUE,, SUITE 1000
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2012
(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
Common Stock 05/01/2012   M   44,062 A $ 6.63 493,812 D  
Common Stock 05/01/2012   S   44,062 D $ 11.17 (1) 449,750 D  
Common Stock 05/01/2012   M   8,477 A $ 5.92 458,227 D  
Common Stock 05/01/2012   S   8,477 D $ 11.05 (2) 449,750 D  
Common Stock 05/02/2012   M   99,631 A $ 5.92 549,381 D  
Common Stock 05/02/2012   S   99,631 D $ 11.254 (3) 449,750 D  
Common Stock 05/03/2012   M   58,333 A $ 3.74 508,083 D  
Common Stock 05/03/2012   S   58,333 D $ 11.1228 (4) 449,750 D  
Common Stock 05/03/2012   M   23,958 A $ 5.47 473,708 D  
Common Stock 05/03/2012   S   23,958 D $ 11.1228 (4) 449,750 D  
Common Stock 05/03/2012   M   16,891 A $ 5.92 466,641 D  
Common Stock               4,344 I By 401(k) plan

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 6.63 05/01/2012   M     44,062 05/16/2009(5) 05/16/2018 Common Stock 44,062 $ 0 938 D  
Stock Option (right to buy) $ 5.92 05/01/2012   M     8,477 12/31/2005 05/23/2015 Common Stock 8,477 $ 0 116,523 D  
Stock Option (right to buy) $ 5.92 05/02/2012   M     99,631 12/31/2005 05/23/2015 Common Stock 99,631 $ 0 16,892 D  
Stock Option (right to buy) $ 3.74 05/03/2012   M     58,333 05/13/2010(6) 05/13/2019 Common Stock 58,333 $ 0 21,667 D  
Stock Option (right to buy) $ 5.47 05/03/2012   M     23,958 05/12/2011(7) 05/12/2020 Common Stock 23,958 $ 0 26,042 D  
Stock Option (right to buy) $ 5.92 05/03/2012   M     16,891 12/31/2005 05/23/2015 Common Stock 16,891 $ 0 1 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HENRY BRIAN C
901 FIFTH AVENUE,
SUITE 1000
SEATTLE, WA 98164
      Executive VP & CFO  

Signatures

 By Michael C. Piraino, Attorney-in-Fact for Brian C. Henry   05/03/2012
**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 price in column 4 is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $11.105 and $11.25, inclusive.
(2) The price in column 4 is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $11.00 and $11.11, inclusive.
(3) The price in column 4 is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $11.00 and $11.50, inclusive.
(4) The price in column 4 is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $11.00 and $11.40, inclusive.
(5) 25% vested on May 16, 2009 and 1/48th vests monthly thereafter, with the result that 100% of the grant amount shall vest and be exercisable on May 16, 2012.
(6) 25% vested on May 13, 2010 and 1/48th vests monthly thereafter, with the result that 100% of the grant amount shall vest and be exercisable on May 13, 2013.
(7) 25% vests on May 12, 2011 and 1/48th vests monthly thereafter such that fully vested on May 12, 2014.

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