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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
Schultz Joshua

(Last) (First) (Middle)
C/O PAREXEL INTERNATIONAL CORPORATION
195 WEST STREET

(Street)
WALTHAM MA 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)
SVP, PAREXEL Access
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)
Code V Amount (A) or (D) Price
Common Stock 09/29/2017 D(1) 3,601 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $67 09/29/2017 U(2) 4,300 (3) 09/14/2024 Common Stock 4,300 $21.1 0 D
Stock Options (Right to Buy) $66.58 09/29/2017 U(2) 7,100 (4) 09/14/2024 Common Stock 7,100 $21.1 0 D
Stock Options (Right to Buy) $57.93 09/29/2017 U(2) 11,700 (5) 09/10/2022 Common Stock 11,700 $30.17 0 D
Stock Options (Right to Buy) $39.34 09/29/2017 U(2) 10,000 (6) 09/11/2021 Common Stock 10,000 $48.76 0 D
Stock Options (Right to Buy) $33.85 09/29/2017 U(2) 10,000 (7) 09/11/2021 Common Stock 10,000 $54.25 0 D
Restricted Stock Units $0.00 09/29/2017 U(8) 2,500 09/10/2017 12/31/2017 Common Stock 2,500 $88.1 2,500 D
Restricted Stock Units $0.00 09/29/2017 U(8) 2,500 09/10/2017 12/31/2017 Common Stock 2,500 $88.1 0 D
Restricted Stock Units $0.00 09/29/2017 U(8) 1,200 (9) 12/31/2018 Common Stock 1,200 $88.1 1,200 D
Restricted Stock Units $0.00 09/29/2017 U(8) 1,200 (9) 12/31/2018 Common Stock 1,200 $88.1 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 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.
3. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/14/2016.
4. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/09/2015.
5. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/10/2014.
6. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 12/14/2013.
7. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 2/1/2013.
8. 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.
9. These restricted stock units were to vest in full on September 9, 2018.
Remarks:
/s/ Douglas A. Batt, Attorney-in-Fact 10/04/2017
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.