KFY

SEC source: 0000899243-17-018306 · doc4.xml · nonDerivative · entry 1

ROZEK ROBERT P · CIK 0001191546 · EVP, CFO & CCO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 93,963

F1 · shares: Represents shares of restricted stock that vest in four equal annual installments commencing on July 12, 2018.

F2 · price: Granted as compensation for services.

SEC source: 0000899243-17-018305 · doc4.xml · nonDerivative · entry 1

MULROONEY BYRNE K · CIK 0001262138 · CEO of Futurestep

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 102,281

F1 · shares: Represents shares of restricted stock that vest in four equal annual installments commencing on July 12, 2018.

F2 · price: Granted as compensation for services.

SEC source: 0000899243-17-018223 · doc4.xml · nonDerivative · entry 3

BURNISON GARY D · CIK 0001236810 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 222,537

F3 · price: This transaction was executed in multiple trades at prices ranging from $33.745 to $34.17. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000899243-17-018225 · doc4.xml · nonDerivative · entry 1

ROZEK ROBERT P · CIK 0001191546 · EVP, CFO & CCO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,973

F1 · shares: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 8, 2017, of 7,973 shares of restricted stock held by the Reporting Person.

SEC source: 0000899243-17-018224 · doc4.xml · nonDerivative · entry 2

MULROONEY BYRNE K · CIK 0001262138 · CEO of Futurestep

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 90,601

F2 · shares: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 9, 2017, of 3,433 shares of restricted stock held by the Reporting Person.

SEC source: 0000899243-17-018224 · doc4.xml · nonDerivative · entry 1

MULROONEY BYRNE K · CIK 0001262138 · CEO of Futurestep

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 92,242

F1 · shares: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 8, 2017, of 9,350 shares of restricted stock held by the Reporting Person.

SEC source: 0000899243-17-018223 · doc4.xml · nonDerivative · entry 2

BURNISON GARY D · CIK 0001236810 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 242,537

F2 · shares: Represents a reduction in shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting, on July 8, 2017, of 17,145 shares of restricted stock held by the Reporting Person.

SEC source: 0000899243-17-018223 · doc4.xml · nonDerivative · entry 1

BURNISON GARY D · CIK 0001236810 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 251,485

F1 · price: This transaction was executed in multiple trades at prices ranging from $34.50 to $35.12. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000899243-17-018163 · doc4.xml · nonDerivative · entry 1

ROZEK ROBERT P · CIK 0001191546 · EVP, CFO & CCO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,282

F1 · price: This transaction was executed in multiple trades at prices ranging from $34.01 to $34.83. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000899243-17-017906 · doc4.xml · nonDerivative · entry 2

ROZEK ROBERT P · CIK 0001191546 · EVP, CFO & CCO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 91,282

F2 · price: This transaction was executed in multiple trades at prices ranging from $34.30 to $34.84. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000899243-17-017905 · doc4.xml · nonDerivative · entry 2

MULROONEY BYRNE K · CIK 0001262138 · CEO of Futurestep

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 96,712

F2 · price: This transaction was executed in multiple trades at prices ranging from $34.30 to $34.82. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000899243-17-017906 · doc4.xml · nonDerivative · entry 1

ROZEK ROBERT P · CIK 0001191546 · EVP, CFO & CCO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 101,282

F1 · price: This transaction was executed in multiple trades at prices ranging from $34.54 to $34.68. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000899243-17-017905 · doc4.xml · nonDerivative · entry 1

MULROONEY BYRNE K · CIK 0001262138 · CEO of Futurestep

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 104,712

F1 · price: This transaction was executed in multiple trades at prices ranging from $34.52 to $34.69. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000899243-17-017542 · doc4.xml · nonDerivative · entry 2

ROZEK ROBERT P · CIK 0001191546 · EVP, CFO & CCO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 106,282

F2 · price: This transaction was executed in multiple trades at prices ranging from $34.47 to $34.67. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000899243-17-017542 · doc4.xml · nonDerivative · entry 1

ROZEK ROBERT P · CIK 0001191546 · EVP, CFO & CCO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 111,782

F1 · price: This transaction was executed in multiple trades at prices ranging from $34.29 to $34.47. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

SEC source: 0000899243-18-030314 · doc4.xml · nonDerivative · entry 1

BURNISON GARY D · CIK 0001236810 · Director · CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 337,491

F1 · shares: Represents restricted stock units that vest on December 1, 2018. Acquired upon satisfaction of the performance criteria underlying Synergy RSUs granted on December 23, 2015 under the Issuer's synergy incentive program.

F2 · price: Granted as compensation for services.

SEC source: 0000899243-18-030312 · doc4.xml · nonDerivative · entry 1

ROZEK ROBERT P · CIK 0001191546 · EVP, CFO & CCO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 172,585

F1 · shares: Represents restricted stock units that vest on December 1, 2018. Acquired upon satisfaction of the performance criteria underlying Synergy RSUs granted on December 23, 2015 under the Issuer's synergy incentive program.

F2 · price: Granted as compensation for services.

SEC source: 0000899243-17-009538 · doc4.xml · nonDerivative · entry 1

Arian Mark · CIK 0001701870 · CEO of Hay Group

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,200

F1 · security: Represents restricted stock units that vest in five equal annual installments commencing on April 3, 2018.

F2 · price: Granted in connection with appointment as CEO of Hay Group.

SEC source: 0000899243-16-034858 · doc4.xml · nonDerivative · entry 1

HG (Bermuda) Ltd · CIK 0001657444 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,975,152

F1 · kind: Pursuant to that certain Stock Purchase Agreement, dated September 23, 2015 (as has been and may be further amended, modified or supplemented from time to time in accordance with its terms, the "SPA"), entered into by and between HG (Bermuda) Limited ("HG") and Korn/Ferry International ("Korn Ferry"), at the closing of the transactions contemplated thereby, Korn Ferry paid to HG as partial consideration for the acquisition of all of the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG's wholly owned subsidiary, HG (Luxembourg) S.a.r.l., 5,922,136 shares of Korn Ferry common stock (the "KF Shares"). The lockup restrictions pertaining to 1,947,072 shares of the KF Shares (the "First Allocation") expired on December 1, 2016. On December 1, 2016, following the release of the lockup restrictions pertaining to the First Allocation, the Reporting Person transferred the First Allocation less 88 shares (1,946,984)

F2 · kind: (Continued from Footnote 1) on a pro rata basis, without consideration, to its shareholders and former shareholders to the extent entitled to such shares.

F1 · shares: Pursuant to that certain Stock Purchase Agreement, dated September 23, 2015 (as has been and may be further amended, modified or supplemented from time to time in accordance with its terms, the "SPA"), entered into by and between HG (Bermuda) Limited ("HG") and Korn/Ferry International ("Korn Ferry"), at the closing of the transactions contemplated thereby, Korn Ferry paid to HG as partial consideration for the acquisition of all of the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG's wholly owned subsidiary, HG (Luxembourg) S.a.r.l., 5,922,136 shares of Korn Ferry common stock (the "KF Shares"). The lockup restrictions pertaining to 1,947,072 shares of the KF Shares (the "First Allocation") expired on December 1, 2016. On December 1, 2016, following the release of the lockup restrictions pertaining to the First Allocation, the Reporting Person transferred the First Allocation less 88 shares (1,946,984)

F2 · shares: (Continued from Footnote 1) on a pro rata basis, without consideration, to its shareholders and former shareholders to the extent entitled to such shares.

SEC source: 0000899243-16-034940 · doc4.xml · nonDerivative · entry 2

Kaye Stephen D · CIK 0001660231 · CEO of Hay Group

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 72,395

F4 · shares: Represents a reduction in shares to satisfy the tax withholding obligations of the Company with respect to the vesting, on December 1, 2016, of 6,527 shares of restricted stock held by the reporting person.

SEC source: 0000899243-16-034940 · doc4.xml · nonDerivative · entry 1

Kaye Stephen D · CIK 0001660231 · CEO of Hay Group

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 74,636

F1 · shares: As previously disclosed, on December 1, 2015, Korn/Ferry International (the "Company") completed its acquisition of all the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG (Luxembourg) S.a.r.l pursuant to that certain Stock Purchase Agreement dated as of September 23, 2015 (the "Purchase Agreement"), by and between HG (Bermuda) Limited ("HG Bermuda") and the Company. Pursuant to the Purchase Agreement, the Company paid HG Bermuda an aggregate purchase price of approximately $477 million, consisting of (a) approximately $259 million in cash, net of estimated acquired cash and after giving effect to estimated purchase price adjustments as described in the Purchase Agreement, and (b) 5,922,136 shares of the Company's common stock (the "Consideration Shares"), representing an aggregate value of $218 million based on the volume weighted average price of the Company's common stock on The New York Stock Exchange

F2 · shares: (Continued from Footnote 1) on each of the 20 consecutive trading days ending on September 21, 2015. Pursuant to the Purchase Agreement, at the closing of the acquisition, HG Bermuda and certain shareholders of HG Bermuda, including the reporting person, executed a lockup agreement (the "Lockup Agreement") with the Company prohibiting HG Bermuda, during the restricted period under the Lockup Agreement, from transferring any Consideration Shares, subject to certain limited exceptions. In accordance with the Lockup Agreement, on December 1, 2016, one-third of the Consideration Shares (the "Released Consideration Shares") were released from the lockup restrictions, and concurrent therewith HG Bermuda distributed on a pro rata basis and for no consideration to each of its shareholders and former shareholders (including the reporting person) his/her/its pro rata portion of the Released Consideration Shares.

F3 · shares: (Continued from Footnote 2) The reporting person acquired 43,526 shares of the Company's common stock upon this pro rata distribution, without payment of consideration.

F1 · price: As previously disclosed, on December 1, 2015, Korn/Ferry International (the "Company") completed its acquisition of all the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG (Luxembourg) S.a.r.l pursuant to that certain Stock Purchase Agreement dated as of September 23, 2015 (the "Purchase Agreement"), by and between HG (Bermuda) Limited ("HG Bermuda") and the Company. Pursuant to the Purchase Agreement, the Company paid HG Bermuda an aggregate purchase price of approximately $477 million, consisting of (a) approximately $259 million in cash, net of estimated acquired cash and after giving effect to estimated purchase price adjustments as described in the Purchase Agreement, and (b) 5,922,136 shares of the Company's common stock (the "Consideration Shares"), representing an aggregate value of $218 million based on the volume weighted average price of the Company's common stock on The New York Stock Exchange

F2 · price: (Continued from Footnote 1) on each of the 20 consecutive trading days ending on September 21, 2015. Pursuant to the Purchase Agreement, at the closing of the acquisition, HG Bermuda and certain shareholders of HG Bermuda, including the reporting person, executed a lockup agreement (the "Lockup Agreement") with the Company prohibiting HG Bermuda, during the restricted period under the Lockup Agreement, from transferring any Consideration Shares, subject to certain limited exceptions. In accordance with the Lockup Agreement, on December 1, 2016, one-third of the Consideration Shares (the "Released Consideration Shares") were released from the lockup restrictions, and concurrent therewith HG Bermuda distributed on a pro rata basis and for no consideration to each of its shareholders and former shareholders (including the reporting person) his/her/its pro rata portion of the Released Consideration Shares.

F3 · price: (Continued from Footnote 2) The reporting person acquired 43,526 shares of the Company's common stock upon this pro rata distribution, without payment of consideration.

SEC source: 0000899243-16-031591 · doc4.xml · nonDerivative · entry 1

Gold Christina A · CIK 0001051400 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,880

F1 · security: The restricted stock units vest in full on the day before the next annual meeting of the Issuer's stockholders that follows the grant date of October 6, 2016.

F2 · price: Granted as compensation for services as a director.

SEC source: 0000899243-16-031590 · doc4.xml · nonDerivative · entry 1

PERRY DEBRA J · CIK 0001285092 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 48,422

F1 · security: The restricted stock units vest in full on the day before the next annual meeting of the Issuer's stockholders that follows the grant date of October 6, 2016.

F2 · price: Granted as compensation for services as a director.

SEC source: 0000899243-16-031589 · doc4.xml · nonDerivative · entry 1

FLOYD WILLIAM R · CIK 0001048303 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,000

F1 · security: The restricted stock units vest in full on the day before the next annual meeting of the Issuer's stockholders that follows the grant date of October 6, 2016.

F2 · price: Granted as compensation for services as a director.

SEC source: 0000899243-16-031585 · doc4.xml · nonDerivative · entry 1

Beneby Doyle N · CIK 0001653862 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,920

F1 · security: The restricted stock units vest in full on the day before the next annual meeting of the Issuer's stockholders that follows the grant date of October 6, 2016.

F2 · price: Granted as compensation for services as a director.

SEC source: 0000899243-16-031581 · doc4.xml · nonDerivative · entry 1

Leamon Jerry · CIK 0001562869 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 20,072

F1 · security: The restricted stock units vest in full on the day before the next annual meeting of the Issuer's stockholders that follows the grant date of October 6, 2016.

F2 · price: Granted as compensation for services as a director.

SEC source: 0000899243-16-031584 · doc4.xml · nonDerivative · entry 1

SHAHEEN GEORGE T · CIK 0001242465 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,640

F1 · security: The restricted stock units vest in full on the day before the next annual meeting of the Issuer's stockholders that follows the grant date of October 6, 2016.

F2 · price: Granted as compensation for services as a director.