AWARE INC /MA/ — Director's Dealing 2011

Jul 1, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AWARE INC /MA/ (AWRE)
CIK: 0001015739
Period of Report: 2011-07-01

Reporting Person: MOBERG RICHARD P (Intrm co-CEO& co-Pres, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-01	Common Stock	A	6964	—	Acquired	13295	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Unrestricted Stock Award	$0		Common Stock (20408)	20408	Direct
Stock Appreciation Right	$2.52	2019-05-20	Common Stock (12000)	12000	Direct
Stock Option (right to buy)	$3.77	2018-05-20	Common Stock (200000)	200000	Direct

Footnotes

F1: Shares of unrestricted stock issued to reporting person on July 1, 2011.

F2: Shares of unrestricted stock awarded to reporting person under Aware, Inc. 2001 Nonqualified Stock Plan. The shares will be issued as follows; 10,204 shares on December 31, 2011, and 10,204 shares on June 30, 2012 provided the reporting person is serving as a director, officer or employee of the Company or any subsidiary of the Company on said dates.

F3: 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.

F4: 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 be paid by Aware, Inc. for services or expiration, whichever is sooner.

F5: Vests in 16 equal quarterly installments on the last day of each quarter from March 31, 2008 through December 31, 2011.