AWARE INC /MA/ — Director's Dealing 2011

May 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AWARE INC /MA/ (AWRE)
CIK: 0001015739
Period of Report: 2011-05-24

Reporting Person: KERR JOHN K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-20	Common Stock	M	6000	$2.52	Acquired	733746	Direct
2011-05-20	Common Stock	D	4800	$3.15	Disposed	728946	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-20	Stock Appreciation Right	$2.52	M	6000	Disposed	2019-05-20	Common Stock (6000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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)	$6.18	2015-02-16	Common Stock (27500)	27500	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

Footnotes

F1: On May 20, 2011 1,200 shares were issued pursuant to Mr. Kerr's Stock Appreciation Right award as a result of the termination of his services to the Aware, Inc. board of directors.

F2: 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.

F3: 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.

F4: Vests in 8 equal quarterly installments on the last day of each quarter from June 30, 2008 through March 31, 2010.

F5: Vests in 16 equal quarterly installments on the last day of each quarter from March 31, 2007 through December 31, 2010.

F6: Vests in full on February 16, 2005.

F7: Vests in 16 equal quarterly installments of 6.25%, beginning as of September 30, 2002, until fully vested.

F8: Vests in 16 equal quarterly installments of 6.25%, beginning as of September 30, 2001, until fully vested.

F9: 25% vests on July 19, 2001, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested.