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 *
Russell Kevin Thomas
   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)
Intrm co-CEO& co-Pre, Gen Cl
(Last)
(First)
(Middle)
C/O AWARE INC, 40 MIDDLESEX TURNPIKE		 3. Date of Earliest Transaction (Month/Day/Year)
07/01/2011
(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 07/01/2011   A   1,200 (1) A $ 0 10,955 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
Unrestricted Stock Award $ 0               (2)   (2) Common Stock 3,750   3,750 D  
Stock Option (right to buy) $ 3.77               (3) 02/20/2018 Common Stock 30,000   30,000 D  
Stock Option (right to buy) $ 4.64               (4) 12/05/2017 Common Stock 12,000   12,000 D  
Stock Option (right to buy) $ 5.05               (5) 12/04/2013 Common Stock 12,000   12,000 D  
Stock Option (right to buy) $ 2.95               (6) 09/08/2014 Common Stock 15,000   15,000 D  
Stock Option (right to buy) $ 3.27               (7) 10/14/2013 Common Stock 11,750   11,750 D  
Stock Option (right to buy) $ 3.27               (8) 10/14/2013 Common Stock 7,500   7,500 D  
Stock Option (right to buy) $ 3.27               (9) 10/14/2013 Common Stock 5,000   5,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Russell Kevin Thomas
C/O AWARE INC
40 MIDDLESEX TURNPIKE
BEDFORD, MA 01730		       Intrm co-CEO& co-Pre, Gen Cl  

Signatures

 /s/ Kevin T. Russell   07/01/2011
**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) Shares of unrestricted stock issued to reporting person on July 1, 2011.
(2) Shares of unrestricted stock awarded to reporting person under Aware, Inc. 2001 Nonqualified Stock Plan. The shares will be issued as follows; 1,875 shares on December 31, 2011, and 1,875 shares on June 30, 2012 provided the reporting person is serving as a director, officer or employee of the Company or any subsidiary of the Company on said dates.
(3) Vests in 20 equal quarterly installments on the last day of each quarter from March 31, 2008 through December 31, 2012.
(4) Vests in 16 equal quarterly installments on the last day of each quarter from December 31, 2007 through September 30, 2011.
(5) Vests in 16 equal quarterly installments on the last day of each quarter from December 31, 2006 through September 30, 2010.
(6) 50% vests on September 8, 2004, the remaining 50% vests in 8 equal quarterly installments on the last day of each quarter from December 31, 2004 through September 30, 2006.
(7) 75% vests on October 14, 2003, the remaining 25% vests in 4 equal quarterly installments of 6.25%, until fully vested.
(8) 50% vests on October 14, 2003, the remaining 50% vests in 8 equal quarterly installments of 6.25%, until fully vested.
(9) 25% vests on October 14, 2003, the remaining 75% vests in 12 equal quarterly installments of 6.25%, until fully vested.

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