KORN FERRY — Director's Dealing 2012

Jul 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2012-07-08

Reporting Person: BURNISON GARY D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-08	Common Stock, par value $0.01 per share	A	110768	—	Acquired	382283	Direct
2012-07-09	Common Stock, par value $0.01 per share	F	6349	$14.26	Disposed	375934	Direct
2012-07-09	Common Stock, par value $0.01 per share	F	51707	$14.26	Disposed	324227	Direct

Footnotes

F1: Granted as compensation for services.

F2: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 8, 2012, of 17,307 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 8, 2012, of 110,768 performance shares held by the Reporting Person.