SEC Form 4 · accession 0001179110-16-031145
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 StockF2 | Nov 1, 2016 | P | 286,671 | $5.225 | A | 321,671 | D | |
| Common StockF3 | Nov 1, 2016 | G | 286,671 | $0.00 | D | 35,000 | D | |
| Common StockF3 | Nov 1, 2016 | G | 286,671 | $0.00 | A | 286,671 | I | By Revocable Trust |
| Common StockF4 | holding | — | — | — | 275,899 | I | By Proxy |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 1, 2016 John R. Stafford, Jr. and his spouse Susan Yang Stafford engaged in a series of private transactions for estate planning purposes with members of their immediate family and trusts controlled by them that resulted in the acquisition of 286,671 shares of common stock (the "Shares") of Aware, Inc. (the "Company") beneficially owned by a family trust (the "Family Trust"). In consideration of the Shares, Mr. & Mrs. Stafford contributed to the Family Trust cash consideration for the Shares based on the then fair market value of the shares.
- F2Represents the average of the high and low prices for the Shares as reported on the Nasdaq Global Market on October 31, 2016.
- F3On November 1, 2016, the Shares acquired by Mr. & Mrs. Stafford from the Family Trust were gifted to a revocable trust of Mr. Stafford (the "Revocable Trust").
- F4Mr. Stafford holds proxies from the holders of 275,899 shares of common stock granting him the exclusive right to vote those shares of common stock. Mr. Stafford does not have the right to dispose of such shares of common stock nor does he have any pecuniary interest in such shares of common stock. Accordingly, pursuant to Rule 13d-4, Mr. Stafford disclaims beneficial ownership of the 275,899 shares of common stock that are the subject of these proxies.