KORN FERRY — Director's Dealing 2016

Dec 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2016-12-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-01	Common Stock, $0.01 par value	J	1946984	$0.00	Disposed	3975152	Direct

Footnotes

F1: Pursuant to that certain Stock Purchase Agreement, dated September 23, 2015 (as has been and may be further amended, modified or supplemented 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 (the "KF Shares"). The lockup restrictions pertaining to 1,947,072 shares of the KF Shares (the "First Allocation") expired on December 1, 2016. On December 1, 2016, following the release of the lockup restrictions pertaining to the First Allocation, the Reporting Person transferred the First Allocation less 88 shares (1,946,984)

F2: (Continued from Footnote 1) on a pro rata basis, without consideration, to its shareholders and former shareholders to the extent entitled to such shares.