SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Lowenstein Arnold J

(Last) (First) (Middle)
200 CLARENDON STREET, T-32

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CRA INTERNATIONAL, INC. [ CRAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2015
4. If Amendment, Date of 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
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 02/23/2015 S 2,000(1) D $32.325(2) 28,752 D
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 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: 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) $50.09 04/01/2005(3) 04/01/2015 Common Stock 2,500 2,500 D
Incentive Stock Option (right to buy) $50.09 04/01/2005(4) 04/01/2015 Common Stock 2,500 2,500 D
Nonqualified Stock Option (right to buy) $21.43 11/08/2010(5) 11/08/2017 Common Stock 7,466 7,466 D
Nonqualified Stock Option (right to buy) $21.91 11/14/2011(5) 11/14/2018 Common Stock 9,600 9,600 D
Restricted Stock Units (6) (7) (7) Common Stock 1,200 1,200 D
Nonqualified Stock Option (right to buy) $18.48 11/19/2013(5) 11/19/2020 Common Stock 12,973 12,973 D
Restricted Stock Units (6) (8) (8) Common Stock 4,865 4,865 D
Nonqualified Stock Option (right to buy) $30.97 11/20/2014(5) 11/20/2021 Common Stock 7,500 7,500 D
Restricted Stock Units (6) (9) (9) Common Stock 3,750 3,750 D
Explanation of Responses:
1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
2. The price represents the weighted average purchase price of multiple transactions on the reported date at the prices that ranged between $32.30975 and $32.35917. Full information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the issuer, or a security holder of the issuer.
3. Date indicated is date of grant. 1,250 shares vested on each of the first and second anniversaries of the date of grant.
4. Date indicated is date of grant. 1,250 shares vested on each of the third and fourth anniversaries of the date of grant.
5. Date indicated is date of grant. Options vest in four equal annual installments beginning on the first anniversary of the date of grant.
6. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock; vested restricted stock units are payable in the form of cash, shares of the Issuer's common stock or a combination thereof. To the extent vested restricted stock units 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.
7. The restricted stock units vest on November 14, 2015.
8. The restricted stock units vest in three equal annual installments beginning on November 19, 2015.
9. The restricted stock units vest in four equal annual installments beginning on November 20, 2015.
Delia J. Makhlouta, by power of attorney 02/24/2015
** 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.
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