AWARE INC /MA/ — Director's Dealing 2006

Feb 24, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AWARE INC /MA/ (awre)
CIK: 0001015739
Period of Report: 2006-02-22

Reporting Person: KERR JOHN K (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-22	Stock Option (right to buy)	$5.58	A	21500	Acquired	2010-02-22	Common stock (21500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	693588	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$6.18	2015-02-16	Common Stock (27500)	27500	Direct
Stock Option (right to buy)	$2.95	2014-09-08	Common stock (15000)	15000	Direct
Stock Option (right to buy)	$2.09	2013-06-02	Common stock (40750)	40750	Direct
Stock Option (right to buy)	$3.39	2012-07-05	Common Stock (10000)	10000	Direct
Stock Option (right to buy)	$3.74	2011-09-21	Common stock (10000)	10000	Direct
Stock Option (right to buy)	$7.42	2011-07-19	Common stock (10000)	10000	Direct
Stock Option (right to buy)	$8.07	2011-05-17	Common stock (10000)	10000	Direct
Stock option (right to buy)	$20.375	2010-10-18	Common stock (5000)	5000	Direct
Stock option (right to buy)	$31.25	2010-01-14	Common stock (5000)	5000	Direct
Stock option (right to buy)	$34.0625	2009-03-05	Common stock (30000)	30000	Direct

Footnotes

F1: Vests in 16 equal quartely installments on the last day of each quarter from March 31, 2006 through December 31, 2009

F2: Vests in full on February 16, 2005

F3: 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

F4: Vests in 16 equal quarterly installments of 6.25%, beginning as of June 30, 2003 until fully vested

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 September 30, 2001 until fully vested

F7: 25% vests on July 19, 2001, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested

F8: 50% vests on July 1, 2001, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested

F9: Vests in 16 equal quarterly installments of 6.25%, beginning as of December 31, 2000 until fully vested

F10: Vests in 16 equal quarterly installments of 6.25%, beginning as of March 31, 2000 until fully vested

F11: Vests in full on March 5, 1999