KORN FERRY — Director's Dealing 2015

Dec 1, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2015-12-01

Reporting Person: HG (Bermuda) Ltd (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.01 par value	5922136	Direct

Footnotes

F1: Pursuant to that certain Stock Purchase Agreement, dated September 23, 2015 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the "SPA"), entered into by and between HG (Bermuda) Limited ("HG") and Korn/Ferry International ("Korn Ferry"), at the closing of the transactions contemplated thereby, Korn Ferry paid to HG as partial consideration for the acquisition of all of the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG's wholly owned subsidiary, HG (Luxembourg) S.a.r.l., 5,922,136 shares of Korn Ferry common stock. Pursuant to the SPA, 835,011 of such shares of Korn Ferry common stock (the "Indemnity Escrow Shares") were deposited at the closing into an escrow account to secure HG's indemnification obligations under the SPA.

F2: (Continued from Footnote 1) The Indemnity Escrow Shares will be held and released from such account pursuant to the terms of the Escrow Agreement entered into at closing by and among HG, Korn Ferry and Computershare Trust Company, N.A., in its capacity as escrow agent.