SEC FORM 4

SEC Form 4

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^*

TZANNES MICHAEL A

(Last)

(First)

(Middle)

C/O AWARE INC

40 MIDDLESEX TURNPIKE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AWARE INC /MA/ [ NASD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								85,238⁽¹⁾	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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