KORN FERRY — Director's Dealing 2019

Jul 10, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KORN FERRY (KFY)
CIK: 0000056679
Period of Report: 2019-07-08

Reporting Person: BURNISON GARY D (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-08	Common Stock, par value $0.01 per share	A	64640	$0.00	Acquired	322600	Direct
2019-07-08	Common Stock, par value $0.01 per share	F	32049	$38.55	Disposed	290551	Direct
2019-07-08	Common Stock, par value $0.01 per share	F	8502	$38.55	Disposed	282049	Direct
2019-07-09	Common Stock, par value $0.01 per share	F	7675	$38.95	Disposed	274374	Direct

Footnotes

F1: Acquired upon the settlement of Relative TSR performance units granted on July 8, 2016 under the Korn Ferry 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 8, 2019, of 64,640 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 8, 2019, of 17,145 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 9, 2019, of 15,477 shares of restricted stock held by the Reporting Person.