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AWARE INC /MA/ Director's Dealing 2006

Mar 10, 2006

34571_dirs_2006-03-10_3300b994-8f3e-487a-bafc-1977d4581803.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AWARE INC /MA/ (awre)
CIK: 0001015739
Period of Report: 2006-03-08

Reporting Person: EHRETH DAVID (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-03-08 Common Stock M 19593 $2.09 Acquired 24593 Direct
2006-03-08 Common stock M 8125 $2.95 Acquired 32718 Direct
2006-03-08 Common stock S 1000 $5.42 Disposed 31718 Direct
2006-03-08 Common Stock S 1000 $5.43 Disposed 30718 Direct
2006-03-08 Common Stock S 25718 $5.41 Disposed 5000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-03-08 Stock Option (right to buy) $2.09 M 19593 Acquired 2013-06-02 Common stock (19593) Direct
2006-03-08 Stock Option (right to buy) $2.95 M 8125 Acquired 2014-09-08 Common stock (8125) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common stock 5000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock option (right to buy) $5.58 2010-02-22 Common stock (5000) 5000 Direct
Stock option (right to buy) $6.18 2015-02-16 Common stock (10500) 10500 Direct
Stock option (right to buy) $3.39 2012-07-05 Common stock (5000) 5000 Direct
Stock option (right to buy) $20.375 2010-10-18 Common stock (5000) 5000 Direct
Stock option (right to buy) $10.438 2008-01-12 Common stock (41000) 41000 Direct

Footnotes

F1: Vests in 16 equal quarterly installments of 6.25% beginning as of June 30, 2003 until fully vested

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: Vests in 16 equal quarterly installments on the last day of each quarter from March 31, 2006 through December 31, 2009

F4: Vests in full on February 16, 2005

F5: Vests in 16 equal quarterly installments of 6.25% beginning as of September 30, 2002 until fully vested

F6: Vests in 16 equal quarterly installments of 6.25% beginning as of December 31, 2000 until fully vested

F7: 40% vests on January 1, 2000, the remaining 60% vests 1.666% per month over the next 36 months until fully vested