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: GROSS RICHARD W (VP Engineering)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-22	Stock Option (right to buy)	$5.58	A	40000	Acquired	2010-02-22	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock option (right to buy)	$6.07	2015-02-09	Common Stock (10399)	10399	Direct
Stock Option (right to buy)	$6.07	2015-02-09	Common Stock (32101)	32101	Direct
Stock Option (right to buy)	$2.95	2014-09-08	Common stock (50000)	50000	Direct
Stock Option (right to buy)	$3.27	2013-10-14	Common stock (30581)	30581	Direct
Stock Option (right to buy)	$3.27	2013-10-14	Common stock (25919)	25919	Direct
Stock Option (right to buy)	$3.27	2013-10-14	Common Stock (37500)	37500	Direct
Stock Option (right to buy)	$3.27	2013-10-14	Common stock (57501)	57501	Direct
Stock Option (right to buy)	$3.27	2013-10-14	Common stock (50000)	50000	Direct

Footnotes

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

F2: Vests in full on February 9, 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 full on October 14, 2003

F5: 75% vests on October 14, 2003, the remaining 25% vests in 4 equal quarterly installments of 6.25% until fully vested

F6: 50% vests on October 14, 2003, the remaining 50% vests in 8 equal quarterly installments of 6.25% until fully vested

F7: 25% vests on October 14, 2003, the remaining 75% vests in 12 equal quarterly installments of 6.25% until fully vested