SEC FORM 4

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^*

Walsh William M III

(Last)

(First)

(Middle)

C/O PRA INTERNATIONAL

12120 SUNSET HILLS ROAD, SUITE 600

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRA International [ PRAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Corp Dev., Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/2007		D⁽¹⁾		71,120	D	$30.5	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.56	12/13/2007		D			16,000	⁽²⁾	08/16/2012	Common Stock	16,000	$23.94	0	D
Stock Option (right to buy)	$6.56	12/13/2007		D			14,600	⁽³⁾	08/16/2012	Common Stock	14,600	$23.94	0	D
Stock Option (right to buy)	$7.5	12/13/2007		D			16,000	⁽⁴⁾	01/15/2013	Common Stock	16,000	$23	0	D
Stock Option (right to buy)	$19	12/13/2007		D			25,000	⁽⁵⁾	11/17/2011	Common Stock	25,000	⁽⁵⁾	0	D
Stock Option (right to buy)	$26.1	12/13/2007		D			50,000	⁽⁶⁾	02/03/2013	Common Stock	50,000	⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of July 24, 2007, by and among PRA International, GG Holdings I, Inc., and GG Merger Sub I, Inc. in exchange for $30.50 in cash for each sahre of PRA International common stock held by the reporting person.

2. These options, which provided for vesting in four equal annual installments beginning August 16, 2003, were cancelled purusant to the Agreement and Plan of Merger, dated as of July 24, 2007, by and among PRA International, GG Holdings I, Inc., and GG Merger Sub I, Inc., and converted into the right to receive a cash payment of an amount equal to (1) the excess of $30.50 over the exercise price per share of the common stock subject to the option, multiplied by (2) the number of shares of common stock subject to the option.

3. These options, which provided for vesting in four equal annual installments beginning August 16, 2003, were cancelled purusant to the Agreement and Plan of Merger, dated as of July 24, 2007, by and among PRA International, GG Holdings I, Inc., and GG Merger Sub I, Inc., and converted into the right to receive a cash payment of an amount equal to (1) the excess of $30.50 over the exercise price per share of the common stock subject to the option, multiplied by (2) the number of shares of common stock subject to the option.

4. These options, which provided for vesting in four equal annual installments beginning January 15, 2004, were cancelled purusant to the Agreement and Plan of Merger, dated as of July 24, 2007, by and among PRA International, GG Holdings I, Inc., and GG Merger Sub I, Inc., and converted into the right to receive a cash payment of an amount equal to (1) the excess of $30.50 over the exercise price per share of the common stock subject to the option, multiplied by (2) the number of shares of common stock subject to the option.

5. These options, which provided for vesting in four equal annual installments beginning November 17, 2005, were disposed of in the following manner: (i) 653 options were cancelled purusant to the Agreement and Plan of Merger, dated as of July 24, 2007, by and among PRA International, GG Holdings I, Inc., and GG Merger Sub I, Inc., and converted into the right to receive a cash payment of an amount equal to (1) the excess of $30.50 over the exercise price per share of the common stock subject to the option, multiplied by (2) the number of shares of common stock subject to the option; and (ii) 24,347 options were exchanged for options to acquire 74,257 shares of common stock of PRA Holdings, Inc. (f/k/a GG Holdings I, Inc.), the parent of PRA International, with an exercise price of $6.23 per share.

6. These options, which provided for vesting in four equal annual installments beginning February 3, 2007, were exchanged for options to acquire 152,499 shares of common stock of PRA Holdings, Inc. (f/k/a GG Holdings I, Inc.), the parent company of PRA International, with an exercise price of $8.56 per share.

Remarks:

	William M. Walsh, III	12/17/2007
	** 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).
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