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*
DUNGAN DAVID N

(Last) (First) (Middle)
C/O THE HACKETT GROUP, INC.
1001 BRICKELL BAY DRIVE, SUITE 3000

(Street)
MIAMI FL 33131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HACKETT GROUP, INC. [ HCKT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman and COO
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2016
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)
Code V Amount (A) or (D) Price
Common Stock 02/25/2016 S (1) 5,104 D $14.35 (2) 1,215,200 (3) D
Common Stock 02/26/2016 S (1) 5,104 D $14.08 (2) 1,210,096 (3) D
Common Stock 205,000 I By Jeanie G. Dungan Trust dated August 5, 1998
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
Explanation of Responses:
1. Sales of shares effected pursuant to a Rule 10b5-1 trading plan.
2. The price reported represents the weighted average sale price of the shares disposed of. The actual sale prices for the transactions on February 25, 2016 ranged from $13.45 to $14.56 and the actual sale prices for the transactions on February 26, 2016 ranged from $13.77 to $14.69. The Reporting Person has provided to the Issuer, and hereby undertakes to provide upon request by the U.S. Securities and Exchange Commission staff or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
3. Includes 104,387 unvested RSUs. Does not include net shares which could be acquired upon the exercise of 1,004,063 vested performance SARs with an exercise price of $4.00. Calculated as of February 26, 2016, the amount of such net shares was 720,229. The SARs may be settled in cash or stock at the Issuer's discretion.
Remarks:
/s/ Frank A. Zomerfeld, Attorney-in-Fact 02/29/2016
** 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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