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KORN FERRY Director's Dealing 2018

Jul 13, 2018

31226_dirs_2018-07-13_aea4c611-7dd7-493c-ab2d-9bc291624003.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: MULROONEY BYRNE K (CEO-RPO)

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 4203 $65.69 Disposed 74680 Direct
2018-07-08 Common Stock, par value $0.01 per share A 20830 $0.00 Acquired 95510 Direct
2018-07-08 Common Stock, par value $0.01 per share F 9363 $65.69 Disposed 86147 Direct
2018-07-12 Common Stock, par value $0.01 per share F 1313 $63.57 Disposed 84834 Direct
2018-07-13 Common Stock, par value $0.01 per share S 1607 $65.0698 Disposed 83227 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 9,349 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 20,830 Relative TSR performance units, as described in footnote (2) above.

F5: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 12, 2018, of 2,920 shares of restricted stock held by the Reporting Person.

F6: This transaction was executed in multiple trades at prices ranging from $65.058 to $65.105. 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.