Sec Form 4 Filing - REITER EDMUND C @ AWARE INC /MA/ - 2011-01-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person REITER EDMUND C 2. Issuer Name and Ticker or Trading Symbol AWARE INC /MA/ [ AWRE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O AWARE INC, 40 MIDDLESEX TURNPIKE 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2011 (Street) BEDFORD, MA01730 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/07/2011 A 35,714 ( 1 ) A $ 0 45,875 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Unrestricted Stock Award $ 0 ( 2 ) ( 2 ) Common Stock 107,143 107,143 D Stock Appreciation Right $ 2.52 ( 4 ) 05/20/2019 Common Stock 24,000 24,000 D Stock Option (right to buy) $ 3.44 ( 5 ) 05/23/2018 Common Stock 151,200 151,200 D Stock Option (right to buy) $ 6.07 ( 5 ) 02/09/2015 Common Stock 4,324 ( 3 ) 4,324 D Stock Option (right to buy) $ 6.07 ( 5 ) 02/09/2015 Common Stock 245,676 ( 3 ) 245,676 D Stock Option (right to buy) $ 6.07 ( 6 ) 02/09/2015 Common Stock 350,000 ( 3 ) 350,000 D Stock Option (right to buy) $ 2.95 ( 6 ) 09/08/2014 Common Stock 77,648 ( 3 ) 77,648 D Stock Option (right to buy) $ 2.95 ( 7 ) 09/08/2014 Common Stock 22,352 ( 3 ) 22,352 D Stock Option (right to buy) $ 3.27 ( 7 ) 10/14/2013 Common Stock 30,581 ( 3 ) ( 12 ) 30,581 D Stock Option (right to buy) $ 3.27 ( 8 ) 10/14/2013 Common Stock 91,052 ( 3 ) ( 12 ) 91,052 D Stock Option (right to buy) $ 3.27 ( 9 ) 10/14/2013 Common Stock 40,000 ( 3 ) ( 12 ) 40,000 D Stock Option (right to buy) $ 3.27 ( 10 ) 10/14/2013 Common Stock 100,002 ( 3 ) ( 12 ) 100,002 D Stock Option (right to buy) $ 3.27 ( 11 ) 10/14/2013 Common Stock 65,000 ( 3 ) ( 12 ) 65,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REITER EDMUND C C/O AWARE INC 40 MIDDLESEX TURNPIKE BEDFORD, MA01730 X President and CEO Signatures /s/ Edmund C. Reiter 01/10/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of unrestricted stock issued to reporting person on January 7, 2011. ( 2 )Shares of unrestricted stock awarded to reporting person under Aware, Inc. 2001 Nonqualified Stock Plan. The shares will be issued as follows; 35,714 shares on December 31, 2010, 35,714 shares on June 30, 2011, 35,714 shares on December 31, 2011, and 35,715 shares on June 30, 2012 provided the reporting person is serving as a director, officer or employee of the Company or any subsidiary of the Company on said dates. ( 3 )Option was amended on September 9, 2009; the holder shall now have the right to exercise this option within two years after the date of termination of services, but not later than the expiration date of the agreement. ( 4 )Vests in 8 equal quarterly installments on the last day of each quarter from June 30, 2009 through March 31, 2011 and is exercisable upon the date the reporting person ceases to be paid by Aware, Inc. for services or expiration, whichever is sooner. ( 5 )Vests in 16 equal quarterly installments on the last day of each quarter from June 30, 2008 through March 31, 2012. ( 6 )Vests in full on February 9, 2005. ( 7 )50% vests on September 8, 2004, the remaining 50% vests in 8 equal quarterly installments of 6.25%, beginning as of December 31, 2004, until fully vested. ( 8 )Vests in full on October 14, 2003. ( 9 )75% vests on October 14, 2003, the remaining 25% vests in 4 equal quarterly installments of 6.25%, until fully vested. ( 10 )50% vests on October 14, 2003, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested. ( 11 )25% vests on October 14, 2003, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested. ( 12 )Option received by reporting person in exchange for cancellation of one or more options on April 3, 2003 pursuant to issuer's option exchange program.

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