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: SKIDMORE GARY J (EVP and Pres, Direct Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-05	Common Stock	F	1199	$9.91	Disposed	56435	Direct
2012-02-05	Common Stock	A	12000	—	Acquired	68435	Direct
2012-02-05	Common Stock	A	6473	—	Acquired	74908	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	28000	Acquired	2022-02-05	Common Stock (28000)	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: These shares of restricted stock were issued pursuant to the 2005 Omnibus Incentive Plan and will vest on February 5, 2013.

F4: 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.