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AWARE INC /MA/ Director's Dealing 2008

May 27, 2008

34571_dirs_2008-05-27_a9db5e72-86bc-40ad-8e4d-68dfbe92986c.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: 2008-05-27

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

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-05-23 Stock Option (right to buy) $3.44 A 172800 Acquired 2018-05-23 Common Stock (172800) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 91033 Direct

Holdings (Derivative)

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

Footnotes

F1: Vests in 16 equal quarterly installments on the last day of each quarter from June 30, 2008 through March 31, 2012.

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.

F8: 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.