SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Aware, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05453N100

(CUSIP Number)

Privet Fund Management LLC

Attn: Ryan Levenson

3280 Peachtree Road NE

Suite 2670

Atlanta, GA 30305

With a copy to:

Rick Miller

Bryan Cave LLP

1201 W. Peachtree St., 16th Floor

Atlanta, Georgia 30309

Tel: (404) 572-6600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 11, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box o.

Note: Six copies of this statement, including all exhibits, should be filed with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.  05453N100 Page 2 of 8 Pages    

1	NAME OF REPORTING PERSON   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Privet Fund Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)þ (b)o
3	SEC USE ONLY
4	SOURCE OF FUNDS                                                                WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 782,226
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 782,226
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 782,226
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No.  05453N100 Page 3 of 8 Pages    

1	NAME OF REPORTING PERSON   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Privet Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)þ (b)o
3	SEC USE ONLY
4	SOURCE OF FUNDS                                                                OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 733,611
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 733,611
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 733,612
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES þ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.6
14	TYPE OF REPORTING PERSON PN

SCHEDULE 13D

CUSIP No.  05453N100 Page 4 of 8 Pages    

1	NAME OF REPORTING PERSON   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ryan Levenson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)þ (b)o
3	SEC USE ONLY
4	SOURCE OF FUNDS                                                                PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY  EACH REPORTING  PERSON WITH:		7	SOLE VOTING POWER 55,803
		8	SHARED VOTING POWER 782,226
		9	SOLE DISPOSITIVE POWER 55,803
		10	SHARED DISPOSITIVE POWER 782,226
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 838,029
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1
14	TYPE OF REPORTING PERSON IN

SCHEDULE 13D

CUSIP No.  05453N100  Page 5 of 8 Pages      

Reference is hereby made to the statement on Schedule 13D filed with the Securities and Exchange Commission on behalf of the Reporting Persons on February 1, 2012 (the “Schedule 13D”), with respect to the Common Stock, par value $0.01 per share of Aware, Inc., a Massachusetts corporation (the “Corporation”). Capitalized terms not otherwise defined herein are used as defined in the Schedule 13D. The Reporting Persons hereby amend and supplement the Schedule 13D as follows.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 11, 2012, the Reporting Persons delivered a letter to the Corporation’s Board of Directors asking the Board to provide disclosure of the strategy and current status of its patent monetization efforts.  A copy of the Reporting Persons’ letter is attached as Exhibit 99.1 hereto.

Item 7. Materials to be Filed as Exhibits.

Item 7 is hereby amended and restated in its entirety to read as follows:

Exhibit 99.1 Reporting Persons’ Letter dated April 11, 2012.

Signature

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: April 11, 2012	PRIVET FUND LP
		By: Privet Fund Management LLC,
		Its Managing Partner
		By: /s/ Ryan Levenson
		Name: Ryan Levenson
		Its: Sole Manager

PRIVET FUND MANAGEMENT LLC
	/s/ Ryan Levenson
	Ryan Levenson
/s/ Ryan Levenson
Ryan Levenson

EX-99.1

Exhibit 99.1

April 11, 2012

­­­John Stafford, Jr.

Chairman, Board of Directors, Aware, Inc.

230 South LaSalle Street

Chicago, IL 60604

Dear Mr. Stafford:

Envy is the only one of the seven deadly sins with which an individual will never have any fun.  Unfortunately, Aware, Inc. shareholders find themselves envious of the success and speed of the patent portfolio monetizations at other intellectual property-focused firms.  For instance, the recently announced patent transaction between AOL and Microsoft was executed only a few weeks following AOL’s hiring of Evercore Partners to assist with patent monetization.

While we do not believe Aware should operate on a fixed timeline or focus myopically on execution to the detriment of value maximization, the extended process by which the Board has been “reviewing strategic options” for patent monetization demands explanation.  Nineteen months have passed since Aware officially disclosed the Company’s intention to monetize its patent operations.  Since that time the Company has offered only repetition of a generic sentence indicating its continued strategic review.  Nineteen months represents more than adequate time to review strategy for extracting value from a patent portfolio.  In contrast, over seventeen months from January 1943 to June 1944, the Allied Forces strategized, planned and executed one of the most logistically challenging and intricate endeavors of all time.  During D-Day and the week that followed, over 325,000 troops, 54,186 vehicles and 104,428 tons of supplies landed on the Normandy beaches.  Is it really too much to ask that a company strategize, communicate and execute an asset disposition within a nineteen-month timeframe?

At the very least, Aware’s shareholders deserve much more clarity concerning the status and strategy surrounding the Company’s patent efforts.  Given the length of the process and the lack of any explanation or detail, shareholders are left to speculate whether the Company is truly in the midst of executing a strategic game plan or is simply inept.  In light of the significance of Aware’s intellectual property value relative to the Company’s enterprise value, this total dearth of information is absolutely unacceptable.  Furthermore, following over a year and a half of “strategizing,” any claim of strategic necessity for the Company’s silence rings hollow.

In short, all Aware shareholders deserve greater clarity surrounding the Company’s intent with respect to its greatest, most valuable asset – its intellectual property.  Aware should not feel secure in its silence based upon the fact that the controlling shareholder sits on the Board. The reality is that Aware’s Board owes fiduciary duties to all shareholders, not only those shareholders privileged with Board seats.  As such, it is incumbent upon Aware’s Board and management to provide long overdue disclosure of the inherent strategy and current status of its patent monetization efforts.

Sincerely,

/s/ Ryan Levenson

Ryan Levenson

Privet Fund Management LLC 

/s/ Cliff Orr

Cliff Orr

Privet Fund Management LLC