HACKETT GROUP, INC. — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HACKETT GROUP, INC. (HCKT)
CIK: 0001057379
Period of Report: 2016-02-29

Reporting Person: FERNANDEZ TED A (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	S	12500	$14.00	Disposed	2532852	Direct
2016-03-01	Common Stock	S	12500	$13.95	Disposed	2520352	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	69948	Indirect
Common Stock	87143	Indirect

Footnotes

F1: Sales of shares effected pursuant to a Rule 10b5-1 trading plan.

F2: The price reported represents the weighted average sale price of the shares disposed of. The actual sale prices for the transactions on March 1, 2016 ranged from $13.89 to $14.08. The Reporting Person has provided to the Issuer, and hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: Includes 198,796 unvested RSUs. Does not include net shares which could be acquired upon the exercise of 1,912,500 vested performance SARs with an exercise price of $4.00. Calculated as of March 1, 2016, the amount of such net shares was 1,368,790. The SARs may be settled in cash or stock at the Issuer's discretion.