KORN FERRY — Director's Dealing 2018

Dec 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2017-06-08

Reporting Person: BURNISON GARY D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-08	Common Stock, par value $0.01 per share	A	160408	$0.00	Acquired	337491	Direct
2018-12-03	Common Stock, par value $0.01 per share	F	79531	$48.82	Disposed	257960	Direct

Footnotes

F1: Represents restricted stock units that vest on December 1, 2018. Acquired upon satisfaction of the performance criteria underlying Synergy RSUs granted on December 23, 2015 under the Issuer's synergy incentive program.

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 vesting, on December 1, 2018, of 160,408 Synergy RSUs, as described in footnote (1) above.