AWARE INC /MA/ — Director's Dealing 2014

Mar 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AWARE INC /MA/ (AWRE)
CIK: 0001015739
Period of Report: 2014-03-26

Reporting Person: KRUSE ADRIAN F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-26	Unrestricted Stock Award	$0.00	A	10000	Acquired		Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	112608	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)	$5.06	2017-02-12	Common Stock (27500)	27500	Direct
Stock Option (right to buy)	$6.18	2015-02-16	Common Stock (20000)	20000	Direct

Footnotes

F1: Shares of unrestricted stock awarded to reporting person under Aware, Inc. 2001 Nonqualified Stock Plan. The shares will be issued as follows; 5,000 shares on June 30, 2014, and 5,000 shares on December 31, 2014 provided the reporting person is serving as a director, officer or employee of the Company or any subsidiary of the Company on said dates.

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

F5: Vests in full on February 16, 2005.