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AWARE INC /MA/ Director's Dealing 2008

May 27, 2008

34571_dirs_2008-05-27_9591824f-43f0-44f3-b2ed-8951a84b7415.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: GROSS RICHARD W (Senior VP - Engineering)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2008-05-23 Stock Option (right to buy) $3.44 A 43200 Acquired 2018-05-23 Common Stock (43200) 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) $5.06 2017-02-12 Common Stock (75000) 75000 Direct
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 June 30, 2008 through March 31, 2012.

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

F3: Vests in 16 equal quarterly installments on the last day of each quarter from March 31 2006 through December 31, 2009.

F4: Vests in full on February 9, 2005.

F5: 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.

F6: Vests in full on October 14, 2003.

F7: 75% vests on October 14, 2003, the remaining 25% vests in 4 equal quarterly installments of 6.25%, until fully vested.

F8: 50% vests on October 14, 2003, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested.

F9: 25% vests on October 14, 2003, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested.

F10: 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.