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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	S	5104	$13.95	Disposed	1204992	Direct
2016-03-01	Common Stock	S	5104	$13.99	Disposed	1199888	Direct
2016-03-02	Common Stock	G	10000	—	Disposed	195000	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 February 29, 2016 ranged from $13.82 to $14.13 and the actual sale prices for the transactions on March 1, 2016 ranged from $13.89 to $14.07. 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 104,387 unvested RSUs. Does not include 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 March 1, 2016, the amount of such net shares was 718,615. The SARs may be settled in cash or stock at the Issuer's discretion.

F4: These shares were gifted for zero consideration (other than customary tax benefits) to Fidelity Charitable Gift Fund.