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).

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^*

Holmes Chad M

(Last)

(First)

(Middle)

200 CLARENDON STREET

(Street)

BOSTON

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, CHIEF CORP DEV OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2023

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	11/08/2023		M		6,000	A	$30.96	43,149	D
Common Stock	11/08/2023		S		1,850	D	$88.7217⁽¹⁾	41,299	D
Common Stock	11/08/2023		S		1,195	D	$89.4501⁽²⁾	40,104	D
Common Stock	11/08/2023		S		1,671	D	$90.5026⁽³⁾	38,433	D
Common Stock	11/08/2023		S		1,084	D	$91.7185⁽⁴⁾	37,349	D
Common Stock	11/08/2023		S		200	D	$92.3494⁽⁵⁾	37,149	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)
Nonqualified Stock Option (right to buy)	$30.96	11/08/2023		M			6,000	11/14/2016⁽⁶⁾	11/14/2023	Common Stock	6,000	$0	0	D
Restricted Stock Units	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	727.2737		727.2737	D
Restricted Stock Units	⁽⁷⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	1,361.9486		1,361.9486	D
Restricted Stock Units	⁽⁷⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,372.0664		1,372.0664	D
Restricted Stock Units	⁽⁷⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	1,344.3681		1,344.3681	D
Restricted Stock Units	⁽⁷⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	1,053.63		1,053.63	D
Restricted Stock Units	⁽⁷⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	2,469.0799		2,469.0799	D
Restricted Stock Units	⁽⁷⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	1,896.3178		1,896.3178	D
Restricted Stock Units	⁽⁷⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	1,419.8152		1,419.8152	D
Nonqualified Stock Option (right to buy)	$44.87							12/18/2017⁽⁶⁾	12/18/2027	Common Stock	4,076		4,076	D
Non-qualified stock options (right to buy)	$47.45							12/06/2018⁽⁶⁾	12/06/2028	Common Stock	4,425		4,425	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $88.14 to $89.13, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $89.14 to $90.13, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $90.25 to $91.20, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $91.25 to $92.07, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $92.25 to $92.55, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.

6. Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

7. 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.

8. The RSUs, which include an aggregate of 44.2737 Dividend Units, vest on December 5, 2023.

9. The RSUs, which include an aggregate of 82.9486 Dividend Units, vest on December 5, 2023.

10. The RSUs, which include an aggregate of 50.0664 Dividend Units, vest in two equal annual installments beginning on December 15, 2023.

11. The RSUs, which include an aggregate of 27.3681 Dividend Units, vest in three equal annual installments beginning on March 10, 2024.

12. The RSUs, which include an aggregate of 34.6300 Dividend Units, vest in two equal annual installments beginning on March 22, 2024.

13. The RSUs, which include an aggregate of 90.0799 Dividend Units, vest in two equal annual installments beginning on December 15, 2023.

14. The RSUs, which include an aggregate of 62.3178 Dividend Units, vest in two equal annual installments beginning on March 22, 2024.

15. The RSUs, which include an aggregate of 9.8152 Dividend Units, vest in four equal annual installments beginning on April 11, 2024.

Remarks:

These transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 10, 2023.

	Delia J. Makhlouta, by power of attorney	11/13/2023
	** 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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