KORN FERRY — Director's Dealing 2017

Jul 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2017-07-25

Reporting Person: BURNISON GARY D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-25	Common Stock, par value $0.01 per share	A	15530	$0.00	Acquired	214260	Direct
2017-07-25	Common Stock, par value $0.01 per share	F	8104	$33.69	Disposed	206156	Direct
2017-07-25	Common Stock, par value $0.01 per share	F	2456	$33.69	Disposed	203700	Direct

Footnotes

F1: Acquired upon the settlement of Relative TSR performance units granted on July 25, 2014 under the Korn/Ferry International Third Amended and Restated 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 25, 2017, of 15,530 Relative TSR performance units, as described in footnote (1) above.

F4: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 25, 2017, of 4,705 shares of restrcited stock held by the Reporting Person.