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AWARE INC /MA/ Director's Dealing 2009

Sep 11, 2009

34571_dirs_2009-09-11_66776b38-0012-4836-b721-d9bf2ed7dcfc.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: 2009-09-09

Reporting Person: KERR JOHN K (Director)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 693588 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Appreciation Right $2.52 2019-05-20 Common Stock (6000) 6000 Direct
Stock Option (right to buy) $3.44 2018-05-23 Common Stock (47500) 47500 Direct
Stock Option (right to buy) $5.06 2017-02-12 Common Stock (36500) 36500 Direct
Stock Option (right to buy) $5.58 2010-02-22 Common Stock (21500) 21500 Direct
Stock Option (right to buy) $6.18 2015-02-16 Common Stock (27500) 27500 Direct
Stock Option (right to buy) $2.95 2014-09-08 Common Stock (15000) 15000 Direct
Stock Option (right to buy) $2.09 2013-06-02 Common Stock (40750) 40750 Direct
Stock Option (right to buy) $3.39 2012-07-05 Common Stock (10000) 10000 Direct
Stock Option (right to buy) $3.74 2011-09-21 Common Stock (10000) 10000 Direct
Stock Option (right to buy) $7.42 2011-07-19 Common Stock (10000) 10000 Direct
Stock Option (right to buy) $8.07 2011-05-17 Common Stock (10000) 10000 Direct
Stock Option (right to buy) $20.375 2010-10-18 Common Stock (5000) 5000 Direct
Stock Option (right to buy) $31.25 2010-01-14 Common Stock (5000) 5000 Direct

Footnotes

F1: Option was amended on September 9, 2009; the holder shall now have the right to exercise this option within two years after the date of termination of services, but not later than the expiration date of the agreement.

F2: Vests in 8 equal quarterly installments on the last day of each quarter from June 30, 2009 through March 31, 2011 and is exercisable upon the date the reporting person ceases to serve on the board of directors of Aware, Inc. or expiration, whichever is sooner.

F3: Vests in 8 equal quarterly installments on the last day of each quarter from June 30, 2008 through March 31, 2010.

F4: Vests in 16 equal quarterly installments on the last day of each quarter from March 31, 2007 through December 31, 2010.

F5: Vests in 16 equal quarterly installments on the last day of each quarter from March 31, 2006 through December 31, 2009.

F6: Vests in full on February 16, 2005.

F7: 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.

F8: Vests in 16 equal quarterly installments of 6.25%, beginning as of June 30, 2003, until fully vested.

F9: Vests in 16 equal quarterly installments of 6.25%, beginning as of September 30, 2002, until fully vested.

F10: Vests in 16 equal quarterly installments of 6.25%, beginning as of September 30, 2001, until fully vested.

F11: 25% vests on July 19, 2001, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested.

F12: 50% vests on July 1, 2001, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested.

F13: Vests in 16 equal quarterly installments of 6.25%, beginning as of December 31, 2000, until fully vested.

F14: Vests in 16 equal quarterly installments of 6.25%, beginning as of March 31, 2000, until fully vested.