Statement of Changes in Beneficial Ownership (4)

FORM 4

[X] 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

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * UNGARO PETER J	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
(Last)          (First)          (Middle) C/O CRAY INC., 901 FIFTH AVENUE,, SUITE 1000	3. Date of Earliest Transaction (MM/DD/YYYY) 9/25/2019
(Street) SEATTLE, WA 98164 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	9/25/2019		D		316400	D	$35 (1)	0	D
Common Stock	9/25/2019		D		3443	D	$35 (1)	0	I	By 401(k) plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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)	9/25/2019		D			133200	(3)	(3)	Common Stock	133200.0	(4)	0	D
Restricted Stock Unit (RSU)	(2)	9/25/2019		D			7000	(5)	(5)	Common Stock	7000.0	(6)	0	D
Restricted Stock Unit (RSU)	(2)	9/25/2019		D			50000	(7)	(7)	Common Stock	50000.0	(6)	0	D
Restricted Stock Unit (RSU)	(2)	9/25/2019		D			48603	(8)	(8)	Common Stock	48603.0	(6)	0	D
Restricted Stock Unit (RSU)	(2)	9/25/2019		D			100000	(9)	(9)	Common Stock	100000.0	(6)	0	D
Stock option (right to buy)	$5.47	9/25/2019		D			100000	(10)	5/12/2020	Common Stock	100000.0	(11)	0	D
Stock option (right to buy)	$6.08	9/25/2019		D			100000	(12)	11/16/2021	Common Stock	100000.0	(11)	0	D
Stock option (right to buy)	$12.08	9/25/2019		D			65000	(13)	7/1/2022	Common Stock	65000.0	(11)	0	D
Stock option (right to buy)	$19.64	9/25/2019		D			53000	(14)	7/1/2023	Common Stock	53000.0	(11)	0	D
Stock option (right to buy)	$26.58	9/25/2019		D			36000	(15)	5/21/2024	Common Stock	36000.0	(11)	0	D
Stock option (right to buy)	$27.83	9/25/2019		D			30000	(16)	5/6/2025	Common Stock	30000.0	(11)	0	D
Stock option (right to buy)	$31.45	9/25/2019		D			28000	(17)	5/19/2026	Common Stock	28000.0	(11)	0	D
Stock option (right to buy)	$18.0	9/25/2019		D			100000	(18)	5/18/2027	Common Stock	100000.0	(11)	0	D
Stock option (right to buy)	$27.1	9/25/2019		D			64803	(19)	5/17/2028	Common Stock	64803.0	(11)	0	D

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)	All or a portion of these shares vest if and when certain performance criteria relating to the issuer are met, subject to the reporting person's provision of service to the issuer on the applicable vesting date.
(4)	Performance-vesting RSUs were converted on the Closing Date into a cash equivalent award with respect to 50% of the number of underlying shares (with the remainder of such shares forfeited) valued based on the Merger Consideration in accordance with certain terms and conditions that were individually agreed with HPE.
(5)	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.
(6)	RSUs were converted on the Closing Date into a cash equivalent award valued based on the Merger Consideration in accordance with certain terms and conditions that were individually agreed with HPE.
(7)	On May 18, 2017, the reporting person was granted 100,000 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.
(8)	On May 17, 2018, the reporting person was granted 64,803 restricted stock units, with one-quarter vesting 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.
(9)	On May 2, 2019, the reporting person was granted 100,000 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.
(10)	The option was 100% vested and exercisable on May 12, 2014.
(11)	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 a cash equivalent award valued based on the Merger Consideration in accordance with certain terms and conditions that were individually agreed with HPE.
(12)	The option was 100% vested and exercisable on November 16, 2015.
(13)	The option was 100% vested and exercisable on July 1, 2016.
(14)	The option was 100% vested and exercisable on July 1, 2017.
(15)	The option was 100% vested and exercisable on May 21, 2018.
(16)	The option was 100% vested and exercisable on May 6, 2019.
(17)	One-quarter of these shares vested on May 19, 2017 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.
(18)	One-quarter of these shares vested on May 18, 2018 and 1/48th of these shares vest monthly thereafter, with 100% of the total shares vested and exercisable on May 18, 2021, subject to the reporting person's provision of service to the issuer on each vesting date.
(19)	One-quarter of these shares vested on May 17, 2019 and 1/48th of these shares vest monthly thereafter, with 100% of the total shares vested and exercisable on May 17, 2022, subject to the reporting person's provision of service to the issuer on each vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
UNGARO PETER J C/O CRAY INC., 901 FIFTH AVENUE, SUITE 1000 SEATTLE, WA 98164	X		President & CEO

Signatures
/s/ Michael C. Piraino as attorney-in-fact for Peter J. Ungaro		9/27/2019
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
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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