Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GROSS RICHARD W
   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)
Senior VP - Engineering
(Last)
(First)
(Middle)
C/O AWARE INC, 40 MIDDLESEX TURNPIKE		 3. Date of Earliest Transaction (Month/Day/Year)
05/20/2009
(Street)

BEDFORD, MA 01730		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock               8,000 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right $ 2.52 05/20/2009   A   12,000     (1) 05/20/2019 Common Stock 12,000 $ 0 12,000 D  
Stock Option (right to buy) $ 3.44               (2) 05/23/2018 Common Stock 43,200   43,200 D  
Stock Option (right to buy) $ 5.06               (3) 02/12/2017 Common Stock 75,000   75,000 D  
Stock Option (right to buy) $ 5.58               (4) 02/22/2010 Common Stock 40,000   40,000 D  
Stock Option (right to buy) $ 6.07               (5) 02/09/2015 Common Stock 10,399   10,399 D  
Stock Option (right to buy) $ 6.07               (5) 02/09/2015 Common Stock 32,101   32,101 D  
Stock Option (right to buy) $ 2.95               (6) 09/08/2014 Common Stock 50,000   50,000 D  
Stock Option (right to buy) $ 3.27               (7) 10/14/2013 Common Stock 30,581 (11)   30,581 D  
Stock Option (right to buy) $ 3.27               (7) 10/14/2013 Common Stock 25,919 (11)   25,919 D  
Stock Option (right to buy) $ 3.27               (8) 10/14/2013 Common Stock 37,500 (11)   37,500 D  
Stock Option (right to buy) $ 3.27               (9) 10/14/2013 Common Stock 57,501 (11)   57,501 D  
Stock Option (right to buy) $ 3.27               (10) 10/14/2013 Common Stock 50,000 (11)   50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GROSS RICHARD W
C/O AWARE INC
40 MIDDLESEX TURNPIKE
BEDFORD, MA 01730		       Senior VP - Engineering  

Signatures

 /s/ Richard W. Gross   05/22/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Vests in 8 equal quarterly installments on the last day of each quarter from June 30, 2009 through March 31, 2011 and is exercisable upon the date the reporting person ceases to be paid by Aware, Inc. for services or expiration, whichever is sooner.
(2) Vests in 16 equal quarterly installments on the last day of each quarter from June 30, 2008 through March 31, 2012.
(3) Vests in 16 equal quarterly installments on the last day of each quarter from March 31 2007 through December 31, 2010.
(4) Vests in 16 equal quarterly installments on the last day of each quarter from March 31 2006 through December 31, 2009.
(5) Vests in full on February 9, 2005.
(6) 50% vests on September 8, 2004, the remaining 50% vests in 8 equal quarterly installments of 6.25%, beginning as of December 31, 2004, until fully vested.
(7) Vests in full on October 14, 2003.
(8) 75% vests on October 14, 2003, the remaining 25% vests in 4 equal quarterly installments of 6.25%, until fully vested.
(9) 50% vests on October 14, 2003, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested.
(10) 25% vests on October 14, 2003, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested.
(11) Option received by reporting person in exchange for cancellation of one or more options on April 3, 2003 pursuant to issuer's option exchange program.

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