Statement of Changes in Beneficial Ownership (4)
06 August 2022 - 6:01AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Lazzouni Mohamed |
2. Issuer Name and Ticker or Trading Symbol
AWARE INC /MA/
[
AWRE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Technical Officer |
(Last)
(First)
(Middle)
C/O AWARE, INC., 40 MIDDLESEX TURNPIKE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/3/2022 |
(Street)
BEDFORD, MA 01730
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/3/2022 | | P | | 5000 | A | $2.15 | 40907 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Unrestriced Stock Award | $0.00 | | | | | | | (1) | (1) | Common Stock | 10000 | | 20000 | D | |
Stock Option (right to buy) | $4.73 | | | | | | | (2) | 2/23/2031 | Common Stock | 300000 | | 300000 | D | |
Stock Option (right to buy) | $4.50 | | | | | | | (3) | 2/23/2031 | Common Stock | 18750 | | 18750 | D | |
Stock Option (right to buy) | $5.50 | | | | | | | (3) | 2/23/2031 | Common Stock | 18750 | | 18750 | D | |
Stock Option (right to buy) | $6.50 | | | | | | | (3) | 2/23/2031 | Common Stock | 18750 | | 18750 | D | |
Stock Option (right to buy) | $7.50 | | | | | | | (3) | 2/23/2031 | Common Stock | 18750 | | 18750 | D | |
Explanation of Responses: |
(1) | Shares of unrestricted stock awarded to reporting person under Aware, Inc. 2001 Nonqualified Stock Plan. The shares will be issued on December 31, 2022 provided the reporting person is serving as a director, office 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 February 19. 2020 through November 19, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lazzouni Mohamed C/O AWARE, INC. 40 MIDDLESEX TURNPIKE BEDFORD, MA 01730 |
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| Chief Technical Officer |
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Signatures
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/s/ Mohamed Lazzouni | | 8/5/2022 |
**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). |
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 control number. |
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