UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 05453N-10-0

1

Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Susan Yang Stafford

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
2,746,881*

6

Shared Voting Power:
0

7

Sole Dispositive Power:
2,746,881*

8

Shared Dispositive Power:
1,700*

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,748,581

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
12.3%

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 05453N-10-0

1

Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Susan Stafford 2010 Kimborana Trust
45-6628341

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
2,431,188

6

Shared Voting Power:
0

7

Sole Dispositive Power:
2,431,188

8

Shared Dispositive Power:
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
2,431,188

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
10.9%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 05453N-10-0

1

Name of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)
Kimberly Stafford 2004 Irrevocable Trust

20-2689858

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power:
315,693

6

Shared Voting Power:
0

7

Sole Dispositive Power:
315,693

8

Shared Dispositive Power:
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person:
315,693

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
1.4%

12

Type of Reporting Person (See Instructions)
OO

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:

Susan Yang Stafford

Susan Stafford 2010 Kimborana Trust

Kimberly Stafford 2004 Irrevocable Trust

Item 2(b).

Address of Principal Business Office or, if none, Residence:

c/o Ronin Capital, LLC

350 N. Orleans Street, Suite 2N

Chicago, IL 60654

Item 2 (c).

Citizenship:

Susan Yang Stafford is a citizen of the United States of America.

The Susan Stafford 2010 Kimborana Trust and the Kimberly Stafford 2004 Irrevocable Trust are trusts organized under the laws of the state of Illinois.

Item 2(d).

Title of Class of Securities:

Common Stock, $.01 par value per share

Item 2(e).

CUSIP Number:

05453N-10-0

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Exchange Act;

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act;

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act;

(d)

o

Investment company registered under section 8 of the Investment Company Act;

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J);

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

Item 4.

Ownership

The information contained in Items 5 -11 of the cover pages is herein incorporated by reference.  Susan Yang Stafford, in her capacity as trustee of the Susan Stafford 2010 Kimborana Trust and the Kimberly Stafford 2004 Irrevocable Trust, has the power to vote and dispose of the common stock held by such trusts.

(a)

Amount beneficially owned:   

2,748,581 shares

(b)

Percent of class:   

12.3%

The percentage of shares of Common Stock beneficially owned by the Reporting Person is based on a total of 22,356,815 shares of Common Stock of the Issuer outstanding as of October 31, 2011, as reported on the most recent quarterly report of the Issuer on Form 10-Q for the quarter ended September 30, 2012.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

2,746,881

(ii)

Shared power to vote or to direct the vote:

0

(iii)

Sole power to dispose or to direct the disposition of:

2,746,881

(iv)

Shared power to dispose or to direct the disposition of:

1,700

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

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.

Certification:

Dated:

February 13, 2013

/s/ ***

Susan Yang Stafford

Dated:

The Susan Stafford 2010 Kimborana Trust

February 13, 2013

/s/ ***

Susan Yang Stafford, Trustee

Dated:

The Kimberly Stafford 2004 Irrevocable Trust

February 13, 2013

/s/ ***

Susan Yang Stafford, Trustee

*** 

By:

John S. Stafford, Jr.

John S. Stafford, Jr.

Attorney-in-Fact