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: MULROONEY BYRNE K (CEO of Futurestep)

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	610	$21.30	Disposed	71277	Direct
2016-07-08	Common Stock, par value $0.01 per share	A	37560	$0.00	Acquired	108837	Direct
2016-07-11	Common Stock, par value $0.01 per share	F	1140	$21.81	Disposed	107697	Direct
2016-07-11	Common Stock, par value $0.01 per share	F	1565	$21.81	Disposed	106132	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 1,837 shares of restricted stock held by the Reporting Person.

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

F3: Granted as compensation for services.

F4: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 9, 2016, of 3,432 shares of restricted stock held by the Reporting Person.

F5: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 11, 2016, of 4,713 shares of restricted stock held by the Reporting Person.