KORN FERRY — Director's Dealing 2012

Jul 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2012-07-11

Reporting Person: Dutra Ana (EVP & CEO LTC)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-11	Common Stock, par value $0.01 per share	A	18850	—	Acquired	127973	Direct
2012-07-12	Common Stock, par value $0.01 per share	F	1510	$14.02	Disposed	126463	Direct

Footnotes

F1: Represents shares of restricted stock that vest in four equal annual installments commencing on July 11, 2013.

F2: Granted as compensation for services.

F3: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 12, 2012, of 4,800 shares of restricted stock held by the Reporting Person.