KORN FERRY — Director's Dealing 2016

Jul 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2016-07-08

Reporting Person: BURNISON GARY D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-08	Common Stock, par value $0.01 per share	F	2209	$21.30	Disposed	191163	Direct
2016-07-08	Common Stock, par value $0.01 per share	A	45070	$0.00	Acquired	236233	Direct
2016-07-09	Common Stock, par value $0.01 per share	A	66690	$0.00	Acquired	302923	Direct
2016-07-11	Common Stock, par value $0.01 per share	F	28943	$21.81	Disposed	273980	Direct
2016-07-11	Common Stock, par value $0.01 per share	F	6454	$21.81	Disposed	267526	Direct

Footnotes

F1: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 8, 2016, of 5,877 shares of restricted stock held by the Reporting Person.

F2: Represents shares of restricted stock that vest in four equal annual installments commencing on July 8, 2017.

F3: Granted as compensation for services

F4: Acquired upon the settlement of TSR performance units granted on July 9, 2013 under the Korn/Ferry International Second Amended and Reatated 2008 Stock Incentive Plan a result of the satisfaction of the performance criteria underlying the award.

F5: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on July 9, 2016, of 66,690 TSR performance units, as described in footnote (4) above

F6: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 11, 2016, of 12,638 shares of restricted stock held by the Reporting Person.