HACKETT GROUP, INC. — Director's Dealing 2016

May 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HACKETT GROUP, INC. (HCKT)
CIK: 0001057379
Period of Report: 2016-05-06

Reporting Person: DUNGAN DAVID N (Director, Vice Chairman and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-06	Common Stock	D	732143	$14.77	Disposed	1207407	Direct
2016-05-06	Common Stock	G	100000	—	Disposed	95000	Indirect

Footnotes

F1: Exempt disposition to the Issuer pursuant to Rule 16b-3(e).

F2: Includes 104,387 unvested RSUs. Includes net shares which could be acquired upon the exercise of 1,004,063 vested performance SARs with an exercise price of $4.00. Calculated as of May 10, 2016, the amount of such net shares was 739,662. The SARs may be settled in cash or stock at the Issuer's discretion.

F3: These shares were gifted for zero consideration (other than customary tax benefits) to Fidelity Charitable Gift Fund.