KORN FERRY — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2013-12-31

Reporting Person: You Harry L. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock, par value $0.01 per share	M	1002	$19.87	Acquired	21481	Direct
2013-12-31	Common Stock, par value $0.01 per share	M	1194	$17.12	Acquired	22675	Direct
2013-12-31	Common Stock, par value $0.01 per share	M	2500	$17.22	Acquired	25175	Direct
2013-12-31	Common Stock, par value $0.01 per share	S	4696	$26.49	Disposed	20479	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-31	Stock Option (Right to Buy)	$19.87	M	1002	Disposed	2015-08-01	Common Stock, par value $0.01 per share (1002)	Direct
2013-12-31	Stock Option (Right to Buy)	$17.12	M	1194	Disposed	2015-11-01	Common Stock, par value $0.01 per share (1194)	Direct
2013-12-31	Stock Option (Right to Buy)	$17.22	M	2500	Disposed	2015-09-13	Common Stock, par value $0.01 per share (2500)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $26.481 to $26.50. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: The stock option is fully exercisable.