AWARE INC /MA/ — Director's Dealing 2008

May 27, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AWARE INC /MA/ (NASD)
CIK: 0001015739
Period of Report: 2008-05-27

Reporting Person: McGrath Mark G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-23	Stock Option (right to buy)	$3.44	A	36700	Acquired	2018-05-23	Common Stock (36700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	149613	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$5.06	2017-02-12	Common Stock (20000)	20000	Direct
Stock Option (right to buy)	$5.30	2013-09-07	Common Stock (25000)	25000	Direct

Footnotes

F1: Vests in 8 equal quarterly installments on the last day of each quarter from June 30, 2008 through March 31, 2010.

F2: Vests in 16 equal quarterly installments on the last day of each quarter from March 31 2007 through December 31, 2010.

F3: Options vest in 16 equal quarterly installments of 6.25%, beginning as of September 30, 2006, until fully vested.