SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lazzouni Mohamed

(Last)

(First)

(Middle)

C/O AWARE, INC.

76 BLANCHARD ROAD

(Street)

BURLINGTON

01803

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technical Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2024

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)

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)
Stock Option (Right to Buy)	$4.73	02/20/2024		D			300,000	⁽¹⁾	02/23/2031	Common Stock	300,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$4.5	02/20/2024		D			18,750	⁽³⁾	11/19/2029	Common Stock	18,750	⁽²⁾	0	D
Stock Option (Right to Buy)	$5.5	02/20/2024		D			18,750	⁽³⁾	11/19/2029	Common Stock	18,750	⁽²⁾	0	D
Stock Option (Right to Buy)	$6.5	02/20/2024		D			18,750	⁽³⁾	11/19/2029	Common Stock	18,750	⁽²⁾	0	D
Stock Option (Right to Buy)	$7.5	02/20/2024		D			18,750	⁽³⁾	11/19/2029	Common Stock	18,750	⁽²⁾	0	D
Stock Option (Right to Buy)	$2.21	02/20/2024		A		157,873		⁽⁴⁾	11/19/2029	Common Stock	157,873	⁽²⁾	157,873	D

Explanation of Responses:

1. Fifty percent of the option vested on February 24, 2023, with the remainder vesting in 24 equal monthly installments starting on March 24, 2023.

2. See Remarks

3. 100% of the shares subject to the option were fully vested and exercisable

4. Fifty percent of the option will vest on February 20, 2025, with the remainder vesting in 12 equal monthly installments starting on March 20, 2025.

Remarks:

On February 20, 2024, the issuer canceled, pursuant to the issuer's option exchange program, options to purchase (i) 300,000 shares of Aware, Inc. common stock ("Shares") at an exercise price of $4.73 per Share (the "4.73 Option"), (ii) 18,750 Shares at an exercise price of $4.50 per Share (the "4.50 Option"), (iii) 18,750 Shares at an exercise price of $5.50 per Share (the "5.50 Option"), (iv) 18,750 Shares at an exercise price of $6.50 per Share (the "6.50 Option") and (v) 18,750 Shares at an exercise price of $7.50 per Share (the "7.50 Option"). In exchange, the reporting person received a replacement option to purchase 132,000 Shares in exchange for the 4.73 Option, 8,812 Shares in exchange for the $4.50 Option, 6,937 Shares in exchange for the $5.50 Option, 5,437 Shares in exchange for the $6.50 Option, and 4,687 Shares in exchange for the $7.50 Option, representing an aggregate of 157,873 Shares, having an exercise price of $2.21 per Share.

	/s/ Mohamed Lazzouni	02/22/2024
	** 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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SEC Form 4 filed by Lazzouni Mohamed