HACKETT GROUP, INC. — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HACKETT GROUP, INC. (HCKT)
CIK: 0001057379
Period of Report: 2016-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	A	48429	—	Acquired	1220303	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	205000	Indirect

Footnotes

F1: Represents a grant of restricted stock units (RSUs). The RSUs vest in three equal installments beginning February 19, 2017. Upon vesting of the RSUs, the reporting person receives shares of common stock on a one-for-one basis.

F2: 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 February 22, 2016, the amount of such net shares was 715,124.