KORN FERRY — Director's Dealing 2018

Jul 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY INTERNATIONAL (KFY)
CIK: 0000056679
Period of Report: 2018-07-08

Reporting Person: BURNISON GARY D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-08	Common Stock, par value $0.01 per share	F	8501	$65.69	Disposed	176959	Direct
2018-07-08	Common Stock, par value $0.01 per share	A	66640	$0.00	Acquired	243599	Direct
2018-07-08	Common Stock, par value $0.01 per share	F	33041	$65.69	Disposed	210588	Direct
2018-07-11	Common Stock, par value $0,01 per share	S	8000	$62.6708	Disposed	202558	Direct
2018-07-12	Common Stock, par value $0,01 per share	S	5849	$61.4458	Disposed	196709	Direct
2018-07-12	Common Stock, par value $0.01 per share	S	6151	$63.334	Disposed	190558	Direct
2018-07-12	Common Stock, par value $0.01 per share	F	4342	$63.57	Disposed	186216	Direct
2018-07-13	Common Stock, par value $0.01 per share	S	6800	$64.8252	Disposed	179416	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, 2018, of 17,145 shares of restricted stock held by the Reporting Person.

F2: Acquired upon the settlement of Relative TSR performance units granted on July 8, 2015 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.

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 settlement, on July 8, 2018, of 66,640 Relative TSR performance units, as described in footnote (2) above.

F5: This transaction was executed in multiple trades at prices ranging from $62.12 to $63.02. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F6: This transaction was executed in multiple trades at prices ranging from $62.16 to $63.15. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F7: This transaction was executed in multiple trades at prices ranging from $63.16 to $63.62. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F8: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 12, 2018, of 8,757 shares of restricted stock held by the Reporting Person.

F9: This transaction was executed in multiple trades at prices ranging from $64.625 to $64.97. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.