Robert A. Eckel - Feb 20, 2024 Form 4 Insider Report for AWARE INC /MA/ (AWRE)

Role
CEO & President, Director
Signature
/s/ Robert A. Eckel
Stock symbol
AWRE
Transactions as of
Feb 20, 2024
Transactions value $
$0
Form type
4
Date filed
2/22/2024, 05:47 PM
Previous filing
Dec 15, 2023
Next filing
Mar 18, 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 -1.25M -100% 0 Feb 20, 2024 Common Stock 1.25M $4.73 Direct F1, F2
transaction AWRE Stock Option (Right to Buy) Disposed to Issuer -50K -100% 0 Feb 20, 2024 Common Stock 50K $4.50 Direct F2, F3
transaction AWRE Stock Option (Right to Buy) Disposed to Issuer -50K -100% 0 Feb 20, 2024 Common Stock 50K $5.50 Direct F2, F3
transaction AWRE Stock Option (Right to Buy) Disposed to Issuer -50K -100% 0 Feb 20, 2024 Common Stock 50K $6.50 Direct F2, F3
transaction AWRE Stock Option (Right to Buy) Disposed to Issuer -50K -100% 0 Feb 20, 2024 Common Stock 50K $7.50 Direct F2, F3
transaction AWRE Stock Option (Right to Buy) Award +619K 619K Feb 20, 2024 Common Stock 619K $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) 1,250,000 shares of Aware, Inc. common stock ("Shares") at an exercise price of $4.73 per Share (the "4.73 Option"), (ii) 50,000 Shares at an exercise price of $4.50 per Share (the "4.50 Option"), (iii) 50,000 (3) On February 20, 2024, the issuer canceled, pursuant to the issuer's option exchange program, options to purchase (i) 1,250,000 shares of Aware, Inc. common stock ("Shares") at an exercise price of $4.73 per Share (the "4.73 Option"), (ii) 50,000 Shares at an exercise price of $4.50 per Share (the "4.50 Option"), (iii) 50,000 Shares at an exercise price of $5.50 per Share (the "5.50 Option"), (iv) 50,000 Shares at an exercise price of $6.50 per Share (the "6.50 Option") and (v) 50,000 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 550,000 Shares in exchange for the 4.73 Option, 23,500 Shares in exchange for the $4.50 Option, 18,500 Shares in exchange for the $5.50 Option, 14,500 Shares in exchange for the $6.50 Option, and 12,500 Shares in exchange for the $7.50 Option, representing an aggregate of 619,000 Shares, having an exercise price of $2.21 per Share.