Korn Ferry (KFY) Form 4 KORN FERRY / BYRNE K MULROONEY 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^*

MULROONEY BYRNE K

(Last) (First) (Middle)

C/O KORN FERRY

1900 AVENUE OF THE STARS, SUITE 1500

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KORN FERRY [ KFY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, RPO & Digital

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2022

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, par value $0.01 per share	07/08/2022		F		11,281(1)	D	$61.16	99,334(2)	D
Common Stock, par value $0.01 per share	07/11/2022		F		3,127(3)	D	$59.21	96,207	D
Common Stock, par value $0.01 per share	07/11/2022		A		32,760(4)	A	$0.00(5)	128,967	D
Common Stock, par value $0.01 per share	07/11/2022		F		16,243(6)	D	$59.21	112,724	D
Common Stock, par value $0.01 per share	07/11/2022		A		15,540(7)	A	$0.00(5)	128,264	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

Explanation of Responses:

1. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 8, 2022, of 22,753 shares of restricted stock held by the Reporting Person.

2. The number of shares reported as beneficially owned following the transaction reported herein has been updated to correct for an error in the Form 4 filed by the reporting person on July 12, 2021, which inadvertently showed 120,644 shares (instead of 120,664) as being owned following all of the transactions reported in that Form 4.

3. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 9, 2022, of 6,303 shares of restricted stock held by the Reporting Person.

4. Acquired upon the settlement of Relative TSR performance units granted on July 9, 2019 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.

5. Granted as compensation for services.

6. Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the settlement, on July 9, 2022, of 32,760 Relative TSR performance units described in footnote (4) above.

7. Represents restricted stock that vests in four equal annual installments commencing on July 11, 2023.

Remarks:

	/s/ Jonathan Kuai, attorney-in-fact	07/12/2022
	** 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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