FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AWARE INC /MA/ [ NASD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/14/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 85,238(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Option (right to buy) | $3.27 | 10/14/2003 | A | 30,581 | (2) | 10/14/2013 | Common Stock | 30,581 | $0.00(7) | 30,581 | D | ||||
Stock Option (right to buy) | $3.27 | 10/14/2003 | A | 200,670 | (2) | 10/14/2013 | Common Stock | 200,670 | $0.00(7) | 200,670 | D | ||||
Stock Option (right to buy) | $3.27 | 10/14/2003 | A | 18,749 | (3) | 10/14/2013 | Common Stock | 18,749 | $0.00(7) | 18,749 | D | ||||
Stock Option (right to buy) | $3.27 | 10/14/2003 | A | 41,251 | (3) | 10/14/2013 | Common Stock | 41,251 | $0.00(7) | 41,251 | D | ||||
Stock Option (right to buy) | $3.27 | 10/14/2003 | A | 87,501 | (4) | 10/14/2013 | Common Stock | 87,501 | $0.00(7) | 87,501 | D | ||||
Stock Option (right to buy) | $3.27 | 10/14/2003 | A | 75,000 | (5) | 10/14/2013 | Common Stock | 75,000 | $0.00(7) | 75,000(6) | D |
Explanation of Responses: |
1. Includes 1,000 shares acquired under the Aware, Inc. Employee Stock Purchase Plan on June 1, 2003 in a transaction exempt from Section 16(b) under rule 16b-3(c). |
2. Vests in full on October 14, 2003. |
3. 75% vests on October 14, 2003, the remaining 25% vests in 4 equal quarterly installments of 6.25%, until fully vested. |
4. 50% vests on October 14, 2003, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested. |
5. 25% vests on October 14, 2003, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested. |
6. In addition, the reporting person directly owns a stock option (right to buy) to purchase 896 shares of common stock of the issuer at an exercise price of $1.30 per share. According to its terms, this option expires on December 11, 2005 and becomes exercisable as follows: 709 shares vest on January 1, 1996; 709 shares vest each month thereafter through December 1, 1996; 896 shares vest after every month from January 1, 1997 through November 1, 1998; the remaining 884 shares vest on December 11, 1998. |
7. 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. |
/s/ Michael A. Tzannes | 10/16/2003 | |
** Signature of Reporting Person | Date | |
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. |