X0206 3 2020-08-25 0 0001019034 BIO KEY INTERNATIONAL INC BKYI 0001834436 Sullivan James David C/O BIO-KEY INTERNATIONAL, INC. 3349 HIGHWAY 138, BUILDING A, SUITE E WALL NJ 07719 1 See Remarks Common Shares, par value $0.0001 4125 D Stock Option (Right to Purchase) 15.6800 2018-03-23 2025-03-24 Common Shares, par value $0.0001 3125 D Stock Option (Right to Purchase) 9.4400 2019-03-21 2026-03-21 Common Shares, par value $0.0001 3125 D Stock Option (Right to Purchase) 39.3600 2014-03-14 2021-03-13 Common Shares, par value $0.0001 1563 D Stock Option (Right to Purchase) 17.2720 2015-08-13 2022-08-13 Common Shares, par value $0.0001 2084 D Stock Option (Right to Purchase) 21.2000 2017-03-16 2024-03-16 Common Shares, par value $0.0001 12500 D 4,125 restricted shares of common stock were issued under the Issuer's Amended & Restated 2015 Equity Incentive Plan and are subject to forfeiture if the Reporting Person does not remain in continuous employment or service with the Issuer for a period of three (3) years from August 25, 2020. The foregoing restrictions lapse in equal annual installments over such three (3) year period. Does not include 10,000 shares of common stock purchased on the open market after the Date of Event Requiring Statement. Represents shares issuable upon exercise of options granted to the Reporting Person on March 23, 2018 under the Issuer's 2015 Equity Incentive Plan. The options, have a term of seven years, and vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to the Reporting Person's continued employment with or service to the Issuer through the applicable vesting date. As of the date of this Report, 2,083 options are currently exercisable. Represents shares issuable upon exercise of options granted to the Reporting Person on March 21, 2019 under the Issuer's 2015 Equity Incentive Plan. The options, have a term of seven years, and vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to the Reporting Person's continued employment with or service to the Issuer through the applicable vesting date. As of the date of this Report, 1,042 options are currently exercisable. All options are currently exercisable. Senior Vice President and Chief Legal Officer /s/ James D. Sullivan 2020-12-01