AWARE INC /MA/ — Major Shareholding Notification 2008

Dec 31, 2008

SC 13G/A 1 t64205_sc13ga.htm SCHEDULE 13G/A t64205_sc13ga.htm Licensed to: ga4252 Document Created using EDGARizer 4.0.6.3 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

| Aware
Inc |
| --- |
| (Name
of Issuer) |

| Common
Stock |
| --- |
| (Title
of Class of Securities) |

05453N-10-0
(CUSIP
Number)

| December
16, 2008 |
| --- |
| (Date
of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. 05453N-10-0

| 1 | NAME
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John S. Stafford, Jr. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | (a) o (b) o |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.A. | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5 | SOLE
VOTING POWER 3,889,974 |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 3,889,974 |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,889,974 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) | o |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.69% | |
| 12 | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |

CUSIP No. 05453N-10-0

Item 1(a).
Aware,
Inc.

Item 1(b).
40 Middlesex
Turnpike
Bedford, MA
01730

Item 2(a).
John S. Stafford,
Jr.

Item 2(b).
230 South LaSalle
Street, Suite 400
Chicago, IL
60604-1408

Item 2(c).
U.S.A.

| Item
2(d). |
| --- |
| Common Stock, $.01
par value per share |

| Item
2(e). |
| --- |
| 05453N-10-0 |

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

| (a) | o | Broker
or dealer registered under Section 15 of the Exchange
Act. |
| --- | --- | --- |
| (b) | o | Bank
as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | o | Insurance
company as defined in Section 3(a)(19) of the Exchange
Act. |
| (d) | o | Investment
company registered under Section 8 of the Investment Company
Act. |
| (e) | o | An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
| (f) | o | An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F); |
| (g) | o | A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
| (h) | o | A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act; |
| (i) | o | A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act; |
| (j) | o | Group,
in accordance with Rule
13d-1(b)(1)(ii)(J). |

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

CUSIP No. 05453N-10-0

ITEM 4. Ownership

(a) Amount beneficially owned:

3,889,974 shares

(b) Percent of class:

16.69%

The percentage of shares of Common Stock beneficially owned by the Reporting Person is based on a total of 23,307,742 shares of Common Stock of the Issuer outstanding as of October 21, 2008, as reported on the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended September 30, 2008. The amount of shares beneficially owned is based on a total of 3,889,974 shares of the Issuer beneficially owned by the Reporting Person as of December 16, 2008, on which date the number of shares beneficially owned by the Reporting Person had increased by 5% or more of such outstanding shares as compared to the number of shares beneficially owned by the Reporting Person as of December 31, 2007, as reported on the Reporting Person’s most recent Schedule 13G.

(c) Number of shares as to which such person has:

| (i) | Sole
power to vote or to direct the vote: 3,889,974 |
| --- | --- |
| (ii) | Shared
power to vote or to direct the vote: 0 |
| (iii) | Sole
power to dispose or to direct the disposition of:
3,889,974 |
| (iv) | Shared
power to dispose or to direct the disposition of:
0 |

| Item 5. |
| --- |
| If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the
following o |
| Not
applicable |

Item 6.
Not
applicable

Item 7.
Not
applicable

Item 8.
Not
applicable

Item 9.
Not
applicable

ITEM 10. Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| December
31, 2008 |
| --- |
| John
S. Stafford, Jr. |