ASURE SOFTWARE INC — Director's Dealing 2015

May 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASURE SOFTWARE INC (ASUR)
CIK: 0000884144
Period of Report: 2015-05-22

Reporting Person: Goepel Patrick (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-22	Asure Software, Inc. Common Stock ($0.01 par value)	P	2180	$5.95	Acquired	304360	Direct
2015-05-22	Asure Software, Inc. Common Stock ($0.01 par value)	P	3000	$6.09	Acquired	307360	Direct
2015-05-26	Asure Software, Inc. Common Stock ($0.01 par value)	P	16472	$6.09	Acquired	323832	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$2.33		Common Stock ($0.01 par value) (225000)	225000	Direct
Employee Stock Option (Right to Buy)	$5.76	2020-03-31	Common Stock ($0.01 par value) (60000)	285000	Direct

Footnotes

F1: For 52,500 options: Such options shall vest over a 4 year period following issuance such that 25% of the shares shall vest on 9/15/2010 and an additional 6.25% shall vest each three (3) months thereafter. For 172,500 options: Such options will vest as follows: 1/14th (or 12,321 shares) of the total shares will vest each calendar quarter beginning September 30, 2011 through September 30, 2014, and the remaining 12,327 shares will vest on December 31, 2014.

F2: For 52,500 Options: 9/21/2019 For 172,500 Options: 12/31/2019

F3: For 30,000 options: Such options shall vest over a 3 year period following issuance such that 1/3 of the shares shall vest on 3/31/2016 and an additional 8.33% shall vest each three (3) months thereafter. For 30,000 options: Such options will vest at 12/31/15 based on achievement of performance criteria as approved by the board of directors.