AWARE INC /MA/ — Director's Dealing 2016

Nov 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AWARE INC /MA/ (AWRE)
CIK: 0001015739
Period of Report: 2016-11-01

Reporting Person: STAFFORD JOHN S JR (Director)
Reporting Person: Stafford Susan Yang (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	P	286671	$5.225	Acquired	321671	Direct
2016-11-01	Common Stock	G	286671	—	Disposed	35000	Direct
2016-11-01	Common Stock	G	286671	—	Acquired	286671	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	275899	Indirect

Footnotes

F1: On November 1, 2016 John R. Stafford, Jr. and his spouse Susan Yang Stafford engaged in a series of private transactions for estate planning purposes with members of their immediate family and trusts controlled by them that resulted in the acquisition of 286,671 shares of common stock (the "Shares") of Aware, Inc. (the "Company") beneficially owned by a family trust (the "Family Trust"). In consideration of the Shares, Mr. & Mrs. Stafford contributed to the Family Trust cash consideration for the Shares based on the then fair market value of the shares.

F2: Represents the average of the high and low prices for the Shares as reported on the Nasdaq Global Market on October 31, 2016.

F3: On November 1, 2016, the Shares acquired by Mr. & Mrs. Stafford from the Family Trust were gifted to a revocable trust of Mr. Stafford (the "Revocable Trust").

F4: Mr. Stafford holds proxies from the holders of 275,899 shares of common stock granting him the exclusive right to vote those shares of common stock. Mr. Stafford does not have the right to dispose of such shares of common stock nor does he have any pecuniary interest in such shares of common stock. Accordingly, pursuant to Rule 13d-4, Mr. Stafford disclaims beneficial ownership of the 275,899 shares of common stock that are the subject of these proxies.