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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FERNANDEZ TED A
2. Issuer Name and Ticker or Trading Symbol

HACKETT GROUP, INC. [ HCKT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chariman and CEO
(Last)          (First)          (Middle)

C/O THE HACKETT GROUP, INC., 1001 BRICKELL BAY DRIVE, SUITE 3000
3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2009
(Street)

MIAMI, FL 33131
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/22/2009     M    116439   A $0   (1) 1657603   D  
 
Common Stock   2/22/2009     F    30798   (2) D $2.55   1626805   D  
 
Common Stock                  69948   I   By Christina Fernandez Irrevocable Trust (1998)  
Common Stock                  87143   I   By Ted A. Fernandez Jr. Irrevocable Trust (1998)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Unit   $0   (1) 2/22/2009           116439      (3)   (4) Common Stock   116439   $0   232876   D  
 
Restricted Stock Unit   $0   (1) 2/27/2009        400000         (5)   (4) Common Stock   400000   $0   400000   D  
 

Explanation of Responses:
( 1)  Upon vesting of the restricted stock units, the reporting person receives shares of common stock on a one-for-one basis.
( 2)  These shares were purchased directly by the Issuer as part of its existing share repurchase program with the proceeds to be used by the reporting person to cover estimated tax liabilities associated with the recently vested restricted stock units.
( 3)  The restricted stock units vested with respect to 1/3 of the units on February 22, 2009, and the remaining units will vest in two equal annual installments beginning on February 22, 2010.
( 4)  The restricted stock units have no expiration date.
( 5)  The restricted stock units vest in three equal annual installments beginning on February 27, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FERNANDEZ TED A
C/O THE HACKETT GROUP, INC.
1001 BRICKELL BAY DRIVE, SUITE 3000
MIAMI, FL 33131
X
Chariman and CEO

Signatures
/s/ Frank A. Zomerfeld, Attorney-in-Fact 2/27/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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