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*
Mahoney Daniel K.
(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, CFO AND TREASURER
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2023
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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 03/22/2023 M 372.5253 A $0 8,120.5253 D
Common Stock 03/22/2023 D 8.5253 D $107.56 8,112 D
Common Stock 03/22/2023 F 107 D $107.56 8,005 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
Restricted Stock Units (1) 03/22/2023 M 372.5253 (2) (2) Common Stock 372.5253 $0 745.0506 D
Restricted Stock Units (1) (3) (3) Common Stock 969.7418 969.7418 D
Restricted Stock Units (1) (4) (4) Common Stock 1,330.6344 1,330.6344 D
Restricted Stock Units (1) (5) (5) Common Stock 6,553.5702 6,553.5702 D
Restricted Stock Units (1) (6) (6) Common Stock 1,745.3356 1,745.3356 D
Restricted Stock Units (1) (7) (7) Common Stock 1,339.6916 1,339.6916 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 remaining RSUs, which include an aggregate of 17.0506 Dividend Units, vest in two equal annual installments beginning on March 22, 2024.
3. The RSUs, which include an aggregate of 25.7418 Dividend Units, vest in two equal annual installments beginning on December 15, 2023.
4. The RSUs, which include an aggregate of 13.6344 Dividend Units, vest in three equal annual installments beginning on March 10, 2024.
5. The RSUs, which include an aggregate of 279.5702 Dividend Units, vest in two equal annual installments beginning on April 3, 2023.
6. The RSUs, which include an aggregate of 46.3356 Dividend Units, vest in two equal annual installments beginning on December 15, 2023.
7. The RSUs, which include an aggregate of 30.6916 Dividend Units, vest in two equal annual installments beginning on March 22, 2024.
Delia J. Makhlouta, by power of attorney 03/24/2023
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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