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*
Yellin Jonathan D

(Last) (First) (Middle)
200 CLARENDON STREET

(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 and General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2018
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 03/12/2018 A(1) 1,421 A $0.00 9,051 D
Common Stock 03/12/2018 F 419 D $50.69 8,632 D
Common Stock 03/12/2018 A(1) 27.4195 A $0.00 8,659.4195 D
Common Stock 03/12/2018 D 27.4195 D $50.69 8,632 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
Restrocted Stock Units (2) 03/12/2018 A(3) 1,448.4196 (4) (4) Common Stock 1,448.4196 $0.00 1,448.4196 D
Restricted Stock Units (2) (5) (5) Common Stock 996.8667 996.8667 D
Restricted Stock Units (2) (6) (6) Common Stock 1,188 1,188 D
Restricted Stock Units (2) (7) (7) Common Stock 358.7905 358.7905 D
Restricted Stock Units (2) (8) (8) Common Stock 373.0611 373.0611 D
Nonqualified Stock Option (right to buy) $21.91 11/14/2011(9) 11/14/2018 Common Stock 2,400 2,400 D
Nonqualified Stock Option (right to buy) $18.48 11/19/2013(9) 11/19/2020 Common Stock 3,243 3,243 D
Nonqualified Stock Option (right to buy) $30.97 11/20/2014(9) 11/20/2021 Common Stock 2,813 2,813 D
Nonqualified Stock Option (right to buy) $21.52 11/12/2015(9) 11/12/2022 Common Stock 3,913 3,913 D
Nonqualified Stock Option (right to buy) $44.87 12/18/2017(9) 12/18/2027 Common Stock 2,377 2,377 D
Explanation of Responses:
1. Shares issued in settlement of vesting of performance restricted stock units ("PRSUs") granted on November 12, 2015.
2. 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.
3. Unvested RSUs resulting from the determination of the outcome of performance conditions of PRSUs granted on November 12, 2015.
4. The RSUs, which include an aggregate of 27.4196 Dividend Units, vest in two equal annual installments beginning on November 12, 2018.
5. The RSUs, which include an aggregate of 18.8667 Dividend Units, vest in two equal annual installments beginning on November 12, 2018.
6. The RSUs vest in four equal annual installments beginning on December 18, 2018.
7. The RSUs, which include an aggregate of 6.7905 Dividend Units, vest on November 20, 2018.
8. The RSUs, which include an aggregate of 7.0611 Dividend Units, vest on November 20, 2018.
9. Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.
Delia J. Makhlouta, by power of attorney 03/14/2018
** 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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