AWARE INC /MA/ — Director's Dealing 2017

Jan 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AWARE INC /MA/ (AWRE)
CIK: 0001015739
Period of Report: 2017-01-03

Reporting Person: STAFFORD JOHN S JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	G	35000	—	Disposed	0	Direct
2016-11-01	Common Stock	G	35000	—	Acquired	321671	Indirect
2017-01-03	Common Stock	M	5000	—	Acquired	5000	Direct
2017-01-03	Common Stock	G	5000	—	Disposed	0	Direct
2017-01-03	Common Stock	G	5000	—	Acquired	326671	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Unrestricted Stock Award (Right to Acquire)	$0	M	5000	Disposed		Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	275899	Indirect

Footnotes

F1: On November 1, 2016, the reporting person gifted 35,000 shares of common stock to a revocable trust controlled by the reporting person.

F2: On January 3, 2017, the reporting person received 5,000 shares of unrestricted common stock, which were previously granted on March 28, 2016 subject to his continued service as a director, officer or employee of the Company.

F3: On January 3, 2017, the reporting person gifted 5,000 shares of common stock to a revocable trust controlled by the reporting person.

F4: The reporting person has obtained proxies from the holders of 275,899 shares of common stock granting him the exclusive right to vote those shares of common stock. The reporting person 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, the reporting person disclaims beneficial ownership of the 275,899 shares of common stock that are the subject of these proxies.