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KORN FERRY Director's Dealing 2010

Sep 16, 2010

31226_dirs_2010-09-16_6bd53dfb-77cc-44af-9d4c-26c07c3d03c5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2008-07-09

Reporting Person: BURNISON GARY D (Director, CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-07-09 Common Stock, par value $0.01 per share F 5027 $17.92 Disposed 351353 Direct

Footnotes

F1: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 9, 2008, of 14,057 shares of restricted stock held by the Reporting Person.

F2: Reflects the number of shares beneficially owned by the reporting person as of the date of filing of this Form 4 after giving effect to the transaction reported herein. The number of shares beneficially owned by the reporting person as of the date of this filing after giving effect to the transaction reported herein has been adjusted to account for (i) 3,260 shares held by the reporting person which were previously not reflected in column 5 of the reporting person's Form 4 filings and (ii) a 180 share understatement due to a clerical error in the Form 4 filed by the reporting person on July 11, 2007.