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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1. Name and Address of Reporting Person*
Traverse David K

(Last) (First) (Middle)
C/O AWARE, INC.
76 BLANCHARD ROAD

(Street)
BURLINGTON MA 01803

(City) (State) (Zip)
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
checkbox checked Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked 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)
Code V Amount (A) or (D) Price
Common stock 11/15/2024 P 3,347 A $1.49 31,132 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $2.05 10/31/2024 A 100,000 (1) 10/31/2034 Common Stock 100,000 $2.05 100,000 D
Stock Option (Right to Buy) $2.21 (2) 11/19/2029 Common Stock 44,000 44,000 D
Unrestriced Stock Award $0 (3) (3) Common Stock 24,000 24,000 D
Explanation of Responses:
1. Twenty-five percent of the option will vest annually, beginning on October 31, 2025, and continuing on each anniversary thereafter until fully vested on October 31, 2028
2. Fifty percent of the option will vest on February 20, 2025, with the remainder vesting in 12 equal monthly installments starting on March 20, 2025.
3. Shares of unrestricted stock awarded to reporting person under 2023 Equity and Incentive Plan of Aware, Inc. The shares will be issued as follows; 6,000 shares on December 1, 2024, 6,000 shares on June 1, 2025, 6,000 shares on June 1, 2026 and 6,000 shares on June 1, 2027 provided the reporting person is serving as a director, officer or employee of the Company or any subsidiary of the Company on said dates.
/s/ David K. Traverse 11/19/2024
** 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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