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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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^*

TZANNES MICHAEL A

(Last)

(First)

(Middle)

C/O AWARE INC

40 MIDDLESEX TURNPIKE

(Street)

BEDFORD

01730

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2011

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/05/2011		M		88,585	A	$2.95	215,332	D
Common Stock	04/05/2011		M		166,262	A	$3.27	381,594	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Unrestricted Stock Award	$0							⁽¹⁾	⁽¹⁾	Common Stock	107,143		107,143	D
Stock Appreciation Right	$2.52							⁽³⁾	05/20/2019	Common Stock	32,000		32,000	D
Stock Option (right to buy)	$3.44							⁽⁴⁾	05/23/2018	Common Stock	172,800		172,800	D
Stock Option (right to buy)	$6.07							⁽⁴⁾	02/09/2015	Common Stock	1,287⁽²⁾		1,287	D
Stock Option (right to buy)	$6.07							⁽⁴⁾	02/09/2015	Common Stock	248,713⁽²⁾		248,713	D
Stock Option (right to buy)	$6.07							⁽⁵⁾	02/09/2015	Common Stock	550,000⁽²⁾		550,000	D
Stock Option (right to buy)	$2.95	04/05/2011		M			88,585	⁽⁵⁾	09/08/2014	Common Stock	88,585⁽²⁾	$2.95	0	D
Stock Option (right to buy)	$2.95							⁽⁶⁾	09/08/2014	Common Stock	36,415⁽²⁾		36,415	D
Stock Option (right to buy)	$3.27	04/05/2011		M			30,581	⁽⁶⁾	10/14/2013	Common Stock	30,581⁽²⁾⁽¹¹⁾	$3.27	0	D
Stock Option (right to buy)	$3.27							⁽⁷⁾	10/14/2013	Common Stock	200,670⁽²⁾⁽¹¹⁾		200,670	D
Stock Option (right to buy)	$3.27	04/05/2011		M			18,749	⁽⁷⁾	10/14/2013	Common Stock	18,749⁽²⁾⁽¹¹⁾	$3.27	0	D
Stock Option (right to buy)	$3.27	04/05/2011		M			29,431	⁽⁸⁾	10/14/2013	Common Stock	41,251⁽²⁾⁽¹¹⁾	$3.27	11,820	D
Stock Option (right to buy)	$3.27	04/05/2011		M			87,501	⁽⁹⁾	10/14/2013	Common Stock	87,501⁽²⁾⁽¹¹⁾	$3.27	0	D
Stock Option (right to buy)	$3.27							⁽¹⁰⁾	10/14/2013	Common Stock	75,000⁽²⁾⁽¹¹⁾		75,000	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; 35,714 shares on June 30, 2011, 35,714 shares on December 31, 2011, and 35,715 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. Option was amended on September 9, 2009; the holder shall now have the right to exercise this option within two years after the date of termination of services, but not later than the expiration date of the agreement.

3. Vests in 8 equal quarterly installments on the last day of each quarter from June 30, 2009 through March 31, 2011 and is exercisable upon the date the reporting person ceases to be paid by Aware, Inc. for services or expiration, whichever is sooner.

4. Vests in 16 equal quarterly installments on the last day of each quarter from June 30, 2008 through March 31, 2012.

5. Vests in full on February 9, 2005.

6. 50% vests on September 8, 2004, the remaining 50% vests in 8 equal quarterly installments of 6.25%, beginning as of December 31, 2004, until fully vested.

7. Vests in full on October 14, 2003

8. 75% vests on October 14, 2003, the remaining 25% vests in 4 equal quarterly installments of 6.25%, until fully vested.

9. 50% vests on October 14, 2003, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested.

10. 25% vests on October 14, 2003, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested.

11. Option received by reporting person in exchange for cancellation of one or more options on April 3, 2003 pursuant to issuer's option exchange program.

Remarks:

	/s/ Michael A. Tzannes	04/05/2011
	** 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 4 (b)(v).
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