SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
X
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Stafford Susan Yang

(Last) (First) (Middle)
350 N. ORLEANS STREET, SUITE 2N,

(Street)
CHICAGO, IL 60654

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/20/2011 G 3,110,054 D $0 286,671 I See Footnote (1)
Common Stock 12/20/2011 G 3,110,054 A $0 3,110,054 I See Footnote (2)
Common Stock 12/21/2011 G 286,671 D $0 0 I See Footnote (1)
Common Stock 321,134 I See Footnote (3)
Common Stock 315,963 I See Footnote (4)
Common Stock 3 (5) 1,700 (6) 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents shares that were held by Kimborama, LLC, to which the Reporting Person is the manager and sole member.
2. Represents shares that were gifted from Kimborama, LLC to Susan Yang Stafford 2010 Kimborama Trust, for the benefit of the Reporting Person's child and to which the Reporting Person is the trustee.
3. Represents shares beneficially owned by the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the shares over which her spouse beneficially owns and the inclusion of the shares in this report shall not be deemed an admission of beneficial ownership of such shares for Section 16 or for any other purpose.
4. Represents shares held by Kimberly Stafford 2004 Irrevocable Trust for the benefit of the Reporting Person's child and to which the Reporting Person is the trustee.
5. Represents shares that were held by the Reporting Person at the time she become a reporting person but were not previously reported on Form 3.
6. The Reporting Person made a gift of 3,110,054 shares of the Issuer's securities to Kimborama, LLC on September 10, 2010 which included these shares. Kimborama, LLC in turn gifted them to Susan Yang Stafford 2010 Kimborama Trust, as reported on lines 1 and 2 of this Form.
Remarks:
/s/ Susan Yang Stafford 02/14/2012
** 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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