| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CRA INTERNATIONAL, INC. [ CRAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 44,858 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | (1) | 06/13/2025 | A | 1.2368 | (2) | (2) | Common Stock | 1.2368 | $0 | 457.2854 | D | ||||
| Restricted Stock Units | (1) | 06/13/2025 | A | 1.7833 | (3) | (3) | Common Stock | 1.7833 | $0 | 659.3568 | D | ||||
| Restricted Stock Units | (1) | 06/13/2025 | A | 1.9593 | (4) | (4) | Common Stock | 1.9593 | $0 | 724.4229 | D | ||||
| Restricted Stock Units | (1) | 06/13/2025 | A | 3.4406 | (5) | (5) | Common Stock | 3.4406 | $0 | 1,272.1042 | D | ||||
| Restricted Stock Units | (1) | 06/13/2025 | A | 2.2194 | (6) | (6) | Common Stock | 2.2194 | $0 | 820.6233 | D | ||||
| Restricted Stock Units | (1) | 06/13/2025 | A | 2.2699 | (7) | (7) | Common Stock | 2.2699 | $0 | 839.2699 | D | ||||
| Nonqualified Stock Option (right to buy) | $44.87 | 12/18/2017(8) | 12/18/2027 | Common Stock | 4,076 | 4,076 | D | ||||||||
| Non-qualified stock options (right to buy) | $47.45 | 12/06/2018(8) | 12/06/2028 | Common Stock | 4,425 | 4,425 | D | ||||||||
| Explanation of Responses: |
| 1. 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. |
| 2. The RSUs, which include an aggregate of 18.2854 Dividend Units, vest on March 10, 2026. |
| 3. The RSUs, which include an aggregate of 26.3568 Dividend Units, vest on March 10, 2026. |
| 4. The RSUs, which include an aggregate of 19.4229 Dividend Units, vest in two equal annual installments beginning on April 11, 2026. |
| 5. The RSUs, which include an aggregate of 34.1042 Dividend Units, vest in two equal annual installments beginning on April 11, 2026. |
| 6. The RSUs, which include an aggregate of 10.6233 Dividend Units, vest in three equal annual installments beginning on April 29, 2026. |
| 7. The RSUs, which include an aggregate of 2.2699 Dividend Units, vest in four equal annual installments beginning on May 20, 2026. |
| 8. Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant. |
| Remarks: |
| Executive Vice President, Chief Corporate Development Officer, interim Chief Financial Officer and Treasurer |
| Delia J. Makhlouta, by power of attorney | 06/17/2025 | |
| ** 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. | ||