KORN FERRY — Director's Dealing 2009

Jul 10, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2009-06-29

Reporting Person: Neal Mark (VP, Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-29	Common Stock, par value $0.01 per share	F	467	$10.64	Disposed	19566	Direct
2009-07-08	Common Stock, par value $0.01 per share	A	17950	—	Acquired	37516	Direct
2009-07-09	Common Stock, par value $0.01 per share	F	341	$9.82	Disposed	37175	Direct
2009-07-10	Common Stock, par value $0.01 per share	F	571	$9.76	Disposed	36604	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-07-08	Employee Stock Option (right to buy)	$9.75	A	25640	Acquired	2016-07-08	Common Stock (25640)	Direct

Footnotes

F1: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on June 27, 2009, of 1,305 shares of restricted stock held by the Reporting Person.

F2: The restricted stock vests in four equal annual installments commencing on July 8, 2010.

F3: Granted as compensation for services.

F4: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 9, 2009, of 953 shares of restricted stock held by the Reporting Person.

F5: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 10, 2009, of 1,597 shares of restricted stock held by the Reporting Person.