Sec Form 4 Filing - Lazzouni Mohamed @ AWARE INC /MA/ - 2022-07-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Lazzouni Mohamed
2. Issuer Name and Ticker or Trading Symbol
AWARE INC /MA/ [ AWRE]
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/YY)
07/01/2022
(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 07/01/2022 M 7,515 A $ 0 35,907 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
Unrestriced Stock Award $ 0 ( 1 ) ( 1 ) Common Stock 10,000 20,000 D
Stock Option (right to buy) $ 4.73 ( 2 ) 02/23/2031 Common Stock 300,000 300,000 D
Stock Option (right to buy) $ 4.5 ( 3 ) 02/23/2031 Common Stock 18,750 18,750 D
Stock Option (right to buy) $ 5.5 ( 3 ) 02/23/2031 Common Stock 18,750 18,750 D
Stock Option (right to buy) $ 6.5 ( 3 ) 02/23/2031 Common Stock 18,750 18,750 D
Stock Option (right to buy) $ 7.5 ( 3 ) 02/23/2031 Common Stock 18,750 18,750 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lazzouni Mohamed
C/O AWARE, INC.
40 MIDDLESEX TURNPIKE
BEDFORD, MA01730
Chief Technical Officer
Signatures
/s/ Mohamed Lazzouni 07/06/2022
Signature of Reporting Person Date
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.

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 Number.