| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AWARE INC /MA/ [ AWRE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/01/2021 | M | 10,000 | A | $0.00 | 146,280 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (1) | (1) | Common Stock | 20,000 | 20,000 | D | ||||||||
| Stock Option (right to buy) | $4.73 | (2) | 02/23/2031 | Common Stock | 280,000 | 280,000 | D | ||||||||
| Stock Option (right to buy) | $4.5 | (3) | 10/01/2029 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Stock Option (right to buy) | $5.5 | (3) | 10/01/2029 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Stock Option (right to buy) | $6.5 | (3) | 10/01/2029 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Stock Option (right to buy) | $7.5 | (3) | 10/01/2029 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Explanation of Responses: |
| 1. Unrestricted stock award awarded to reporting person under Aware, Inc. 2001 Nonqualified Stock Plan. The unrestricted stock award will vest and unrestricted shares of Aware, Inc. common stock will be issued to the reporting person as follows: 10,000 shares on October 1, 2022 and 10,000 shares on October 1m 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. |
| 2. Fifty percent of the option will vest on February 24, 2023, with the remainder vesting in 24 equal monthly installments starting on March 24, 2023 |
| 3. Vests in 16 equal quarterly installments on the last day of each quarter from January 1, 2020 through October 1, 2023. |
| Remarks: |
| /S/ Robert M. Mumgovan | 10/06/2021 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
