SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Russell Kevin Thomas

(Last)

(First)

(Middle)

C/O AWARE INC

40 MIDDLESEX TURNPIKE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2011

3. Issuer Name and Ticker or Trading Symbol
AWARE INC /MA/ [ AWRE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim co-CE0 and co-Pres.

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,755	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Unrestricted Stock Award	⁽¹⁾	01/03/2021	Common Stock	5,625	$0	D
Stock Option	⁽²⁾	02/20/2018	Common Stock	30,000	$3.77	D
Stock Option	⁽³⁾	12/05/2017	Common Stock	12,000	$4.64	D
Stock Option	⁽⁴⁾	12/04/2013	Common Stock	12,000	$5.05	D
Stock Option	⁽⁵⁾	09/08/2014	Common Stock	15,000	$2.95	D
Stock Option	⁽⁶⁾	10/14/2013	Common Stock	11,750	$3.27	D
Stock Option	⁽⁷⁾	10/14/2013	Common Stock	7,500	$3.27	D
Stock Option	⁽⁸⁾	10/14/2013	Common Stock	5,000	$3.27	D

Explanation of Responses:

1. Shares of unrestricted stock awarded to reporting person under Aware, Inc. 2001 Nonqualified Stock Plan. The shares will be issued as follows; 1,875 shares on June 30, 2011, 1,875 shares on December 31, 2011, and 1,875 shares on June 30, 2012 provided the reporting person is serving as a director, officer or employee of the Company or any subsidiary of the Company on said dates.

2. Vests in 20 equal quarterly installments on the last day of each quarter from March 31, 2008 through December 31, 2012.

3. Vests in 16 equal quarterly installments on the last day of each quarter from December 31, 2007 through September 30, 2011.

4. Vests in 16 equal quarterly installments on the last day of each quarter from December 31, 2006 through September 30, 2010.

5. 50% vests on September 8, 2004, the remaining 50% vests in 8 equal quarterly installments on the last day of each quarter from December 31, 2004 through September 30, 2006.

6. 75% vests on October 14, 2003, the remaining 25% vests in 4 equal quarterly installments of 6.25%, until fully vested.

7. 50% vests on October 14, 2003, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested.

8. 25% vests on October 14, 2003, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested.

Remarks:

Date of event indicated is the effective date of the reporting person's appointment as an Interim co-CEO and co-President of the Issuer by the Issuer's board of directors.

	/s/ Kevin T. Russell	04/06/2011
	** 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 5 (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.