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: ROZEK ROBERT P (EVP, CFO & CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-08	Commmon Stock, par value $0.01 per share	A	30960	$0.00	Acquired	160411	Direct
2019-07-08	Commmon Stock, par value $0.01 per share	F	16651	$38.55	Disposed	143760	Direct
2019-07-08	Commmon Stock, par value $0.01 per share	F	4289	$38.55	Disposed	139471	Direct
2019-07-09	Commmon Stock, par value $0.01 per share	F	3921	$38.95	Disposed	135550	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 30,960 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 7,973 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 7,289 shares of restricted stock held by the Reporting Person.