SEC Form 4 · accession 0001179110-16-031144
AWARE INC /MA/ · AWRE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 1, 2016
Accepted (ET)
Nov 3, 2016 · 4:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001015739
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 1, 2016 | J | 286,671 | $0.00 | A | 286,671 | I | By Trust |
| Common StockF3,F1,F2 | Nov 1, 2016 | S | 286,671 | $5.225 | D | 0 | I | By Trust |
| Common StockF4 | holding | — | — | — | 3,248,508 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 1, 2016, John S. Stafford, III was appointed trustee of a family trust (the "2011 Gift Trust") that beneficially owned 286,671 shares of common stock (the "Shares") of Aware, Inc. (the "Company"). The Shares were acquired by the 2011 Gift Trust more than six months prior to November 1, 2016. Mr. Stafford has no direct or indirect pecuniary interest in the Shares beneficially owned by the 2011 Gift Trust. Pursuant to Rule 13d-4, Mr. Stafford disclaims beneficial ownership of all Shares beneficially owned by the 2011 Gift Trust.
- F2On November 1, 2016 Mr. Stafford engaged in a series of private transactions for estate planning purposes with members of his immediate family that resulted in the transfer of all of the Shares beneficially owned by the 2011 Gift Trust to a revocable trust (the "Revocable Trust") whose grantor is Mr. Stafford's father. As the 2011 Gift Trust received replacement assets in the form of cash consideration for the Shares based on the then fair market value of the shares, the transfer to the Revocable Trust is deemed to be a sale of the Shares.
- F3Represents the average of the high and low prices for the Shares as reported on the Nasdaq Global Market on October 31, 2016.
- F4The reported shares of common stock of the Company are held in a Class C Capital Account of Mr. Stafford at Ronin Capital, LLC ("Ronin"), a limited liability company owned and managed by Mr. Stafford. Mr. Stafford is the indirect beneficial owner of all of the shares of common stock of the Company held of record by Ronin.