Aware (AWRE) Form 4 AWARE / Robert M Mungovan ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mungovan Robert M

(Last) (First) (Middle)

C/O AWARE INC

40 MIDDLESEX TURNPIKE

(Street)

BEDFORD MA 01730

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AWARE INC /MA/ [ AWRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/01/2019		A		10,000(1)	A	$0	92,780	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Unrestricted Stock Award	$0.00	10/01/2019		A		40,000		(2)	(2)	Common Stock	40,000	$0.00	40,000	D
Unrestricted Stock Award	$0.00	10/01/2019		A		7,500		(3)	(3)	Common Stock	7,500	$0.00	7,500	D
Stock Option (right to buy)	$4.5	10/01/2019		A		25,000		(4)	10/01/2029	Common Stock	25,000	$0.00	25,000	D
Stock Option (right to buy)	$5.5	10/01/2019		A		25,000		(4)	10/01/2029	Common Stock	25,000	$0.00	25,000	D
Stock Option (right to buy)	$6.5	10/01/2019		A		25,000		(4)	10/01/2029	Common Stock	25,000	$0.00	25,000	D
Stock Option (right to buy)	$7.5	10/01/2019		A		25,000		(4)	10/01/2029	Common Stock	25,000	$0.00	25,000	D

Explanation of Responses:

1. The shares were issued on October 1, 2019 and will be forfeited if the reporting person is not serving as a director, officer or employee of the Company or any subsidiary of the Company on April 1, 2020.

2. Shares of unrestricted stock awarded to reporting person under Aware, Inc. 2001 Nonqualified Stock Plan. The shares will be issued as follows; 10,000 shares on October 1, 2020, 10,000 shares on October 1, 2021, 10,000 shares on October 1, 2022, and 10,000 shares on October 1, 2023 provided the reporting person is serving as a director, officer or employee of the Company or any subsidiary of the Company on said dates.

3. Shares of unrestricted stock awarded to reporting person under Aware, Inc. 2001 Nonqualified Stock Plan. 7,500 shares will be issued on December 31, 2019 provided the reporting person is serving as a director, officer or employee of the Company or any subsidiary of the Company on said date.

4. Vests in 16 equal quarterly installments on the last day of each quarter from January 1, 2020 through October 1, 2023.

	/s/ Robert M. Mungovan	10/03/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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