KORN FERRY — Director's Dealing 2011

Jul 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2011-07-08

Reporting Person: BURNISON GARY D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-08	Common Stock, par value $0.01 per share	F	8075	$23.31	Disposed	227005	Direct
2011-07-11	Common Stock, par value $0.01 per share	A	53690	—	Acquired	280695	Direct
2011-07-11	Common Stock, par value $0.01 per share	F	6559	$22.71	Disposed	274136	Direct
2011-07-11	Common Stock, par value $0.01 per share	F	4473	$22.71	Disposed	269663	Direct
2011-07-11	Common Stock, par value $0.01 per share	F	25047	$22.71	Disposed	244616	Direct

Footnotes

F1: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 8, 2011, of 17,308 shares of restricted stock held by the Reporting Person.

F2: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 9, 2011, of 14,058 shares of restricted stock held by the Reporting Person.

F3: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 10, 2011, of 9,587 shares of restricted stock held by the Reporting Person.

F4: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 10, 2011, of 53,690 performance shares held by the Reporting Person.