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AWARE INC /MA/ Director's Dealing 2007

Feb 14, 2007

34571_dirs_2007-02-14_497e00ca-c737-4300-8c35-eb191636c465.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: 2007-02-12

Reporting Person: GROSS RICHARD W (Sr. VP - Engineering)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-02-12 Stock Option (right to buy) $5.06 A 75000 Acquired 2017-02-12 Common Stock (75000) 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) $5.58 2010-02-22 Common Stock (40000) 40000 Direct
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 2007 through December 31, 2010

F2: Vests in 16 equal quarterly installments on the last day of each quarter from March 31 2006 through December 31, 2009.

F3: Vests in full on February 9, 2005.

F4: 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.

F5: Vests in full on October 14, 2003

F6: 75% vests on October 14, 2003, the remaining 25% vests in 4 equal quarterly installments of 6.25%, until fully vested.

F7: 50% vests on October 14, 2003, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested.

F8: 25% vests on October 14, 2003, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested.

F9: Option received by reporting person in exchange for cancellation of one or more options on April 3, 2003 pursuant to issuer's option exchange program.