KORN FERRY — Director's Dealing 2016

Jul 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2016-07-12

Reporting Person: BURNISON GARY D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-12	Common Stock, par value $0.01 per share	A	55240	$0.00	Acquired	322766	Direct
2016-07-12	Common Stock, par value $0.01 per share	F	28825	$22.41	Disposed	293941	Direct

Footnotes

F1: Acquired upon the settlement of LTC/FS performance units granted on July 12, 2013 under the Korn/Ferry International Second Amended and Reatated 2008 Stock Incentive Plan as a result of the satisfaction of the performance criteria underlying the award.

F2: Granted as compensation for services.

F3: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on July 12, 2016, of 55,240 LTC/FS performance units, as described in footnote (1) above