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^*

Andersson Roland

(Last)

(First)

(Middle)

C/O PAREXEL INTERNATIONAL CORPORATION

195 WEST STREET

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PAREXEL INTERNATIONAL CORP [ PRXL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President, CRS

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2017

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	09/29/2017		D⁽¹⁾		7,993	D	⁽¹⁾	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)
Restricted Stock Units	$0.00	09/29/2017		U⁽²⁾			1,700	09/10/2017	12/31/2017	Common Stock	1,700	$88.1	0	D
Restricted Stock Units	$0.00	09/29/2017		U⁽²⁾		307		⁽⁹⁾	12/31/2018	Common Stock	307	$0.00	700	D
Restricted Stock Units	$0.00	09/29/2017		U⁽²⁾			700	⁽⁹⁾	12/31/2018	Common Stock	700	$88.1	0	D
Restricted Stock Units	$0.00	09/29/2017		U⁽²⁾			2,600	⁽³⁾	12/31/2017	Common Stock	2,600	$88.1	0	D
Restricted Stock Units	$0.00	09/29/2017		U⁽²⁾		1,053		⁽¹⁰⁾	12/31/2019	Common Stock	1,053	$0.00	1,300	D
Restricted Stock Units	$0.00	09/29/2017		U⁽²⁾			1,300	09/10/2017	12/31/2017	Common Stock	1,300	$88.1	0	D
Stock Options (Right to Buy)	$66.58	09/29/2017		U⁽⁴⁾			7,800	⁽⁵⁾	09/09/2023	Common Stock	7,800	$21.52	0	D
Stock Options (Right to Buy)	$47.65	09/29/2017		U⁽⁴⁾			7,600	⁽⁶⁾	05/21/2022	Common Stock	7,600	$40.45	0	D
Stock Options (Right to Buy)	$57.93	09/29/2017		U⁽⁴⁾			1,600	⁽⁷⁾	09/10/2022	Common Stock	1,600	$30.17	0	D
Stock Options (Right to Buy)	$67	09/29/2017		U⁽⁴⁾			4,400	⁽⁸⁾	09/14/2021	Common Stock	4,400	$21.1	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger by and among PAREXEL International Corporation, West Street Parent, LLC and West Street Merger Sub, Inc., dated June 19, 2017 (the "Merger Agreement"), whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of the Issuer's common stock were automatically cancelled and converted into the right to receive $88.10 per share in cash without interest (the "Merger Consideration").

2. Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each Company RSU Award, whether or not vested, was assumed by West Street Parent, LLC or the Company, cancelled and exchanged for the right to receive an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such award by (ii) the Merger Consideration.

3. These restricted stock units were to vest in full on September 9, 2018.

4. Pursuant to the terms of the Agreement and Plan of Merger by and among PAREXEL International Corporation, West Street Parent, LLC and West Street Merger Sub, Inc., dated June 19, 2017, each Company Stock Option, whether or not vested or exercisable, automatically converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the excess of the Merger Consideration over the per share exercise price of such Company Stock Option, by (ii) the aggregate number of shares of Company Common Stock issuable upon exercise of settlement of such Company Stock Option prior to the Effective Time.

5. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/09/2015.

6. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 05/21/2014.

7. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/10/2014.

8. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/14/2016.

9. These restricted stock units were set to vest in full on 09/09/2018.

10. These restricted stock units were set to vest in full on 09/14/2019.

Remarks:

	/s/ Douglas Batt, as Attorney-in-Fact for Roland Andersson	10/04/2017
	** Signature of Reporting Person	Date
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