SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. )(1)
Aware, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
05453N-10-0
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(CUSIP Number)
December 31, 2003(2)
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b)
[x] Rule 13d-1(c)
Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(2) On February 4, 2003, John S. Stafford, Jr. acquired shares of the Issuer
such that he beneficially owned on such date a total of 1,148,812 shares of
common stock of the Issuer, or 5.1% of the outstanding shares of that class. Mr.
Stafford had sole voting power and sole dispositive power over the 1,148,812
shares. On March 19, 2003, Mr. Stafford acquired additional shares of the Issuer
such the he beneficially owned on such date a total 2,358,066 shares of common
stock of the Issuer, or 10.4% of the outstanding shares of that class. Mr.
Stafford had sole voting power and sole dispositive power over the 2,358,066
shares. The remainder of this Schedule 13G reflects Mr. Stafford's ownership as
of December 31, 2003.
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CUSIP No. 05453N-10-0 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John S. Stafford, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)~
(b)~
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 5 SOLE VOTING POWER
SHARES 2,531,524
BENEFICIALLY ---------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------------
PERSON WITH 7 SOLE DISPOSITIVE POWER
2,531,524
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,531,524
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* ~
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.1%
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12 TYPE OF REPORTING PERSON *
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(A). NAME OF ISSUER:
Aware, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
40 Middlesex Turnpike
Bedford, MA 01730
ITEM 2(A). NAME OF PERSON FILING:
John S. Stafford, Jr.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
230 S. LaSalle Street, Suite 688
Chicago, IL 60604-1408
ITEM 2(C). CITIZENSHIP:
U.S.A.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value per share
ITEM 2(E). CUSIP NUMBER:
05453N-10-0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A: N/A.
(a) ~ Broker or dealer registered under Section 15 of the
Exchange Act.
(b) ~ Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ~ Insurance Company as defined in Section 3(a)(19) of the
Exchange Act.
(d) ~ An investment company registered under Section 8 of the
Investment Company Act.
(e) ~ An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) ~ An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
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(g) ~ A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) ~ A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) ~ A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act.
(j) ~ Group, in accordance with Rule 13d-1(b)(l)(ii)(J).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 2,531,524 shares
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(b) Percent of class: 11.1%
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(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
2,531,524
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(ii) Shared power to vote or to direct the vote
0
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(iii) Sole power to dispose or to direct the disposition of
2,531,524
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(iv) Shared power to dispose or to direct the disposition of
0
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 2004
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(Date)
/s/ John S. Stafford, Jr.
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(Signature)
John S. Stafford, Jr.
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(Name/Title)
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