HARTE HANKS INC — Director's Dealing 2013

Feb 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HARTE HANKS INC (HHS)
CIK: 0000045919
Period of Report: 2013-01-31

Reporting Person: FRANKLIN LARRY (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common Stock	G	19062	—	Disposed	785811	Direct
2013-01-31	Common Stock	G	19062	—	Disposed	1498741	Indirect
2013-02-05	Common Stock	A	30000	—	Acquired	815811	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-05	Stock Option (right to buy)	$7.72	A	200000	Acquired	2023-02-05	Common Stock (200000)	Direct

Footnotes

F1: On January 31, 2013, a total of 19,062 shares were transferred by gift from the Reporting Person's separate property account to persons not living in the Reporting Person's household.

F2: On January 31, 2013, a total of 19,062 shares were transferred by gift from Charlotte Franklin's separate property account, over which the Reporting Person has indirect beneficial ownership, to persons not living in the Reporting Person's household.

F3: 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.

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.