0000899243-17-023608.txt : 20171004 0000899243-17-023608.hdr.sgml : 20171004 20171004200443 ACCESSION NUMBER: 0000899243-17-023608 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170929 FILED AS OF DATE: 20171004 DATE AS OF CHANGE: 20171004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Graham Michelle CENTRAL INDEX KEY: 0001506315 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21244 FILM NUMBER: 171123050 MAIL ADDRESS: STREET 1: 10000 WEHRLE DRIVE CITY: CLARENCE STATE: NY ZIP: 14031 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PAREXEL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000799729 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 042776269 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 195 WEST ST CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7814879900 MAIL ADDRESS: STREET 1: 195 WEST ST CITY: WALTHAM STATE: MA ZIP: 02451 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-09-29 1 0000799729 PAREXEL INTERNATIONAL CORP PRXL 0001506315 Graham Michelle C/O PAREXEL INTERNATIONAL CORPORATION 195 WEST STREET WALTHAM MA 02451 0 1 0 0 SVP, Chief HR Officer Common Stock 2017-09-29 4 D 0 9941 D 0 D Stock Options (Right to Buy) 67.00 2017-09-29 4 U 0 5800 21.10 D 2024-09-14 Common Stock 5800 0 D Stock Options (Right to Buy) 66.27 2017-09-29 4 U 0 10000 21.83 D 2023-03-10 Common Stock 10000 0 D Stock Options (Right to Buy) 68.68 2017-09-29 4 U 0 10000 19.42 D 2023-12-02 Common Stock 10000 0 D Restricted Stock Units 0.00 2017-09-29 4 U 0 1700 88.10 A 2017-09-10 2017-12-31 Common Stock 1700 1700 D Restricted Stock Units 0.00 2017-09-29 4 U 0 1700 88.10 D 2017-09-10 2017-12-31 Common Stock 1700 0 D Restricted Stock Units 0.00 2017-09-29 4 U 0 3400 88.10 A 2018-12-31 Common Stock 3400 3400 D Restricted Stock Units 0.00 2017-09-29 4 U 0 3400 88.10 D 2018-12-31 Common Stock 3400 0 D 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"). 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. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/14/2016. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 03/10/2015. Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 12/02/2015. 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. These restricted stock units were scheduled to vest in full on September 9, 2018. /s/ Douglas A. Batt, Attorney-in-Fact 2017-10-04