Statement of Changes in Beneficial Ownership (4)
August 10 2020 - 5:22PM
Edgar (US Regulatory)
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 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Maleh Paul A |
2. Issuer Name and Ticker or Trading Symbol
CRA INTERNATIONAL, INC.
[
CRAI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
200 CLARENDON STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/6/2020 |
(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/6/2020 | | M(1) | | 8646 | A | $18.48 | 141292 | D | |
Common Stock | 8/6/2020 | | S(1) | | 3900 | D | $40.6830 (2) | 137392 | D | |
Common Stock | 8/6/2020 | | S(1) | | 4746 | D | $41.4094 (3) | 132646 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Nonqualified Stock Option (right to buy) | $18.48 | 8/6/2020 | | M | | | 8646 | 11/19/2013 (4) | 11/19/2020 | Common Stock | 8646 | $0.00 | 0 | D | |
Restricted Stock Units | (5) | | | | | | | (6) | (6) | Common Stock | 4845.9312 | | 4845.9312 | D | |
Restricted Stock Units | (5) | | | | | | | (7) | (7) | Common Stock | 2672.6510 | | 2672.6510 | D | |
Restricted Stock Units | (5) | | | | | | | (8) | (8) | Common Stock | 4062.4564 | | 4062.4564 | D | |
Restricted Stock Units | (5) | | | | | | | (9) | (9) | Common Stock | 11275.1658 | | 11275.1658 | D | |
Restricted Stock Units | (5) | | | | | | | (10) | (10) | Common Stock | 5881.7966 | | 5881.7966 | D | |
Restricted Stock Units | (5) | | | | | | | (11) | (11) | Common Stock | 4275.0206 | | 4275.0206 | D | |
Restricted Stock Units | (5) | | | | | | | (12) | (12) | Common Stock | 6668.4771 | | 6668.4771 | D | |
Nonqualified Stock Option (right to buy) | $30.97 | | | | | | | 11/20/2014 (4) | 11/20/2021 | Common Stock | 15000 | | 15000 | D | |
Nonqualified Stock Option (right to buy) | $21.52 | | | | | | | 11/12/2015 (4) | 11/12/2022 | Common Stock | 26086 | | 26086 | D | |
Nonqualified Stock Option (right to buy) | $30.96 | | | | | | | 11/14/2016 (4) | 11/14/2023 | Common Stock | 20000 | | 20000 | D | |
Nonqualified Stock Option (right to buy) | $44.87 | | | | | | | 12/18/2017 (4) | 12/18/2027 | Common Stock | 16304 | | 16304 | D | |
Nonqualified Stock Option (right to buy) | $47.45 | | | | | | | 12/6/2018 (4) | 12/6/2028 | Common Stock | 15173 | | 15173 | D | |
Explanation of Responses: |
(1) | This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.51 to $40.93, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.00 to $41.82, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
(4) | Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant. |
(5) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock; vested RSUs are payable in the form of cash, shares of the Issuer's common stock or a combination thereof, except as otherwise indicated below. To the extent vested RSUs are paid in shares of the Issuer's common stock, such shares will be delivered to the reporting person as soon as possible after vesting, but in no event later than two and one-half months after the end of the year in which vesting occurs, subject to the collection of withholding taxes. Dividend equivalent rights accrue with respect to unvested RSUs in the form of additional RSUs ("Dividend Units") when and as dividends are paid on the Issuer's common stock, and Dividend Units vest on the same dates and in the same relative proportions as the RSUs on which they accrue. |
(6) | The RSUs, which include an aggregate of 259.9312 Dividend Units, vest on March 1, 2021. |
(7) | The RSUs, which include an aggregate of 172.6510 Dividend Units, vest on November 14, 2020. |
(8) | The RSUs, which include an aggregate of 262.4564 Dividend Units, vest on November 14, 2020. |
(9) | The RSUs, which include an aggregate of 166.1658 Dividend Units, vest in four equal annual installments beginning on December 5, 2020. |
(10) | The RSUs, which include an aggregate of 191.7966 Dividend Units, vest in three equal annual installments beginning on December 6, 2020. |
(11) | The RSUs, which include an aggregate of 199.0206 Dividend Units, vest in two equal annual installments beginning on December 18, 2020. |
(12) | The RSUs, which include an aggregate of 310.4771 Dividend Units, vest in two equal annual installments beginning on December 18, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Maleh Paul A 200 CLARENDON STREET BOSTON, MA 02116 | X |
| President and CEO |
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Signatures
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Delia J. Makhlouta, by power of attorney | | 8/10/2020 |
**Signature of Reporting Person | Date |
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