Sec Form 4 Filing - BENETT ANDREW B @ HARTE HANKS INC - 2020-06-02

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 BENETT ANDREW B 2. Issuer Name and Ticker or Trading Symbol HARTE HANKS INC [ HHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 2800 WELLS BRANCH PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 06/02/2020 (Street) AUSTIN, TX78728 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 06/02/2020 A 150,000 ( 1 ) ( 2 ) A $ 0 367,500 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BENETT ANDREW B 2800 WELLS BRANCH PARKWAY AUSTIN, TX78728 Chief Executive Officer Signatures /s/ Laurilee Kearnes, Attorney-in-Fact for Andrew B. Benett 06/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Grant of restricted stock units. Pursuant to his employment agreement, Mr. Benett was entitled to a grant of the reported restricted stock units on January 2, 2020, subject to the availability of shares under the Harte Hanks, Inc. 2013 Omnibus Incentive Plan (the "Plan"). As a result of the forfeiture of awards by other Plan participants, the Plan had sufficient shares available to issue the shares on June 2, 2020. ( 2 )Each restricted stock unit represents a contingent right to receive, at vesting, one share of common stock of Harte Hanks, Inc. These restricted stock units (the "RSUs") were issued under the Plan and the corresponding Restricted Stock Unit Award Agreement. The RSUs vest ratably on January 2nd over three years, such that the entire award is fully vested on the third anniversary, subject to Mr. Benett's continued employment.

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).

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