HARTE HANKS INC — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARTE HANKS INC (HHS)
CIK: 0000045919
Period of Report: 2012-02-05

Reporting Person: HUFF JESSICA (VP Finance, Controller and CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-05	Common Stock	F	409	$9.91	Disposed	18598	Direct
2012-02-05	Common Stock	A	3000	—	Acquired	21598	Direct
2012-02-06	Common Stock	M	7500	$6.04	Acquired	29098	Direct
2012-02-06	Common Stock	S	7500	$9.91	Disposed	21598	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-05	Stock Option (right to buy)	$9.91	A	5000	Disposed	2022-02-05	Common (5000)	Direct

Footnotes

F1: These shares were withheld from a previously reported grant of restricted stock made pursuant to the 2005 Omnibus Incentive Plan in order to pay applicable withholding taxes upon vesting.

F2: These shares of restricted stock were issued pursuant to the 2005 Omnibus Incentive Plan and vest in three equal installments on the first through third anniversaries of the grant date.

F3: This option was granted under the 2005 Omnibus Incentive Plan and vests in four equal installments on the first through fourth anniversaries of the grant date.