Mohamed Lazzouni - Feb 20, 2024 Form 4 Insider Report for AWARE INC /MA/ (AWRE)

Role
Chief Technical Officer
Signature
/s/ Mohamed Lazzouni
Stock symbol
AWRE
Transactions as of
Feb 20, 2024
Transactions value $
$0
Form type
4
Date filed
2/22/2024, 05:46 PM
Previous filing
Jan 5, 2023
Next filing
Nov 4, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AWRE Stock Option (Right to Buy) Disposed to Issuer -300K -100% 0 Feb 20, 2024 Common Stock 300K $4.73 Direct F1, F2
transaction AWRE Stock Option (Right to Buy) Disposed to Issuer -18.8K -100% 0 Feb 20, 2024 Common Stock 18.8K $4.50 Direct F2, F3
transaction AWRE Stock Option (Right to Buy) Disposed to Issuer -18.8K -100% 0 Feb 20, 2024 Common Stock 18.8K $5.50 Direct F2, F3
transaction AWRE Stock Option (Right to Buy) Disposed to Issuer -18.8K -100% 0 Feb 20, 2024 Common Stock 18.8K $6.50 Direct F2, F3
transaction AWRE Stock Option (Right to Buy) Disposed to Issuer -18.8K -100% 0 Feb 20, 2024 Common Stock 18.8K $7.50 Direct F2, F3
transaction AWRE Stock Option (Right to Buy) Award +158K 158K Feb 20, 2024 Common Stock 158K $2.21 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Fifty percent of the option vested on February 24, 2023, with the remainder vesting in 24 equal monthly installments starting on March 24, 2023.
F2 See Remarks
F3 100% of the shares subject to the option were fully vested and exercisable
F4 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.