KORN FERRY — Director's Dealing 2016

Dec 5, 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: Kaye Stephen D (CEO of Hay Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-01	Common Stock, par value $0.01 per share	J	43526	—	Acquired	74636	Direct
2016-12-01	Common Stock, par value $0.01 per share	F	2241	$25.38	Disposed	72395	Direct

Footnotes

F1: As previously disclosed, on December 1, 2015, Korn/Ferry International (the "Company") completed its acquisition of all the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG (Luxembourg) S.a.r.l pursuant to that certain Stock Purchase Agreement dated as of September 23, 2015 (the "Purchase Agreement"), by and between HG (Bermuda) Limited ("HG Bermuda") and the Company. Pursuant to the Purchase Agreement, the Company paid HG Bermuda an aggregate purchase price of approximately $477 million, consisting of (a) approximately $259 million in cash, net of estimated acquired cash and after giving effect to estimated purchase price adjustments as described in the Purchase Agreement, and (b) 5,922,136 shares of the Company's common stock (the "Consideration Shares"), representing an aggregate value of $218 million based on the volume weighted average price of the Company's common stock on The New York Stock Exchange

F2: (Continued from Footnote 1) on each of the 20 consecutive trading days ending on September 21, 2015. Pursuant to the Purchase Agreement, at the closing of the acquisition, HG Bermuda and certain shareholders of HG Bermuda, including the reporting person, executed a lockup agreement (the "Lockup Agreement") with the Company prohibiting HG Bermuda, during the restricted period under the Lockup Agreement, from transferring any Consideration Shares, subject to certain limited exceptions. In accordance with the Lockup Agreement, on December 1, 2016, one-third of the Consideration Shares (the "Released Consideration Shares") were released from the lockup restrictions, and concurrent therewith HG Bermuda distributed on a pro rata basis and for no consideration to each of its shareholders and former shareholders (including the reporting person) his/her/its pro rata portion of the Released Consideration Shares.

F3: (Continued from Footnote 2) The reporting person acquired 43,526 shares of the Company's common stock upon this pro rata distribution, without payment of consideration.

F4: Represents a reduction in shares to satisfy the tax withholding obligations of the Company with respect to the vesting, on December 1, 2016, of 6,527 shares of restricted stock held by the reporting person.