AWARE INC /MA/ — Director's Dealing 2005

Dec 13, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AWARE INC /MA/ (AWRE)
CIK: 0001015739
Period of Report: 2005-12-09

Reporting Person: TZANNES MICHAEL A (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-09	Common Stock	M	896	$1.3	Acquired	91033	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-09	Employee Stock Option (right to buy)	$1.3	M	896	Disposed	2005-12-11	Common Stock (896)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$6.07	2015-02-09	Common Stock (1287)	1287	Direct
Employee Stock Option (right to buy)	$6.07	2015-02-09	Common Stock (248713)	248713	Direct
Employee Stock Option (right to buy)	$6.07	2015-02-09	Common Stock (550000)	550000	Direct
Employee Stock Option (right to buy)	$2.95	2014-09-08	Common Stock (88585)	88585	Direct
Employee Stock Option (right to buy)	$2.95	2014-09-08	Common Stock (36415)	36415	Direct
Employee Stock Option (right to buy)	$3.27	2013-10-14	Common Stock (30581)	30581	Direct
Employee Stock Option (right to buy)	$3.27	2013-10-14	Common Stock (200670)	200670	Direct
Employee Stock Option (right to buy)	$3.27	2013-10-14	Common Stock (18749)	18749	Direct
Employee Stock Option (right to buy)	$3.27	2013-10-14	Common Stock (41251)	41251	Direct
Employee Stock Option (right to buy)	$3.27	2013-10-14	Common Stock (87501)	87501	Direct
Employee Stock Option (right to buy)	$3.27	2013-10-14	Common Stock (75000)	75000	Direct

Footnotes

F1: Option grant became exercisable as follows: 709 shares vest on January 1, 1996; 709 shares vest each month thereafter through December 1, 1996; 896 shares vest after every month from January 1, 1996 through November 1, 1998; the remaining 884 shares vest on December 11, 1998

F2: 50% vests on September 8, 2004; the remaining 50% vests in 8 equal quarterly installments of 6.25% beginning as of December 31, 2004, until fully vested

F3: 75% vests on October 14, 2003; the remaining 25% vests in 4 equal quarterly installments of 6.25%, until fully vested

F4: 50% vests on October 14, 2003; the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested

F5: 25% vests on October 14, 2003; the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested

F6: Option received by reporting person in exchange for cancellation for one or more options on April 3, 2003 pursuant to issuers option exchange program.