SEC Form 4 · accession 0001179110-18-012856
CRA INTERNATIONAL, INC. · CRAI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul A Maleh
Officer — President and CEO · Director
Period of report
Nov 12, 2018
Accepted (ET)
Nov 14, 2018 · 6:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001053706
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 12, 2018 | M | 6,400 | $21.91 | A | 128,510 | D | |
| Common StockF2 | Nov 12, 2018 | S | 6,300 | $44.9874 | D | 122,210 | D | |
| Common Stock | Nov 12, 2018 | S | 100 | $45.71 | D | 122,110 | D | |
| Common Stock | Nov 12, 2018 | M | 3,356 | $0.00 | A | 125,466 | D | |
| Common Stock | Nov 12, 2018 | D | 95 | $44.72 | D | 125,371 | D | |
| Common Stock | Nov 12, 2018 | F | 1,450 | $44.72 | D | 123,921 | D | |
| Common Stock | Nov 12, 2018 | M | 4,878 | $0.00 | A | 128,799 | D | |
| Common Stock | Nov 12, 2018 | D | 139 | $44.72 | D | 128,660 | D | |
| Common Stock | Nov 12, 2018 | F | 2,107 | $44.72 | D | 126,553 | D | |
| Common Stock | Nov 13, 2018 | M | 6,400 | $21.91 | A | 132,953 | D | |
| Common StockF3 | Nov 13, 2018 | S | 6,400 | $44.9852 | D | 126,553 | D | |
| Common Stock | Nov 14, 2018 | M | 6,400 | $21.91 | A | 132,953 | D | |
| Common StockF4 | Nov 14, 2018 | S | 6,400 | $45.0558 | D | 126,553 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonqualified Stock Option (right to buy)F5 | $21.91 | Nov 12, 2018 | M | 6,400 | D | Nov 14, 2011 | Nov 14, 2018 | Common Stock | 6,400 | 12,800 | D |
| Restricted Stock UnitsF6,F7 | — | Nov 12, 2018 | M | 3,356 | D | — | — | Common Stock | 3,356 | 3,356 | D |
| Restricted Stock UnitsF6,F8 | — | Nov 12, 2018 | M | 4,878 | D | — | — | Common Stock | 4,878 | 4,878 | D |
| Nonqualified Stock Option (right to buy)F5 | $21.91 | Nov 13, 2018 | M | 6,400 | D | Nov 14, 2011 | Nov 14, 2018 | Common Stock | 6,400 | 6,400 | D |
| Nonqualified Stock Option (right to buy)F5 | $21.91 | Nov 14, 2018 | M | 6,400 | D | Nov 14, 2011 | Nov 14, 2018 | Common Stock | 6,400 | 0 | D |
| Restricted Stock UnitsF6,F9 | — | holding | — | — | — | — | — | Common Stock | 7,719 | 7,719 | D |
| Restricted Stock UnitsF6,F10 | — | holding | — | — | — | — | — | Common Stock | 8,232 | 8,232 | D |
| Restricted Stock UnitsF6,F11 | — | holding | — | — | — | — | — | Common Stock | 1,930 | 1,930 | D |
| Restricted Stock UnitsF6,F12 | — | holding | — | — | — | — | — | Common Stock | 2,007 | 2,007 | D |
| Nonqualified Stock Option (right to buy)F5 | $18.48 | holding | — | — | — | Nov 19, 2013 | Nov 19, 2020 | Common Stock | 25,946 | 25,946 | D |
| Nonqualified Stock Option (right to buy)F5 | $30.97 | holding | — | — | — | Nov 20, 2014 | Nov 20, 2021 | Common Stock | 15,000 | 15,000 | D |
| Nonqualified Stock Option (right to buy)F5 | $21.52 | holding | — | — | — | Nov 12, 2015 | Nov 12, 2022 | Common Stock | 26,086 | 26,086 | D |
| Nonqualified Stock Option (right to buy)F5 | $30.96 | holding | — | — | — | Nov 14, 2016 | Nov 14, 2023 | Common Stock | 20,000 | 20,000 | D |
| Nonqualified Stock Option (right to buy)F5 | $44.87 | holding | — | — | — | Dec 18, 2017 | Dec 18, 2027 | Common Stock | 16,304 | 16,304 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F10The RSUs, which include an aggregate of 79.6811 Dividend Units, vest in four equal annual installments beginning on December 18, 2018.
- F11The RSUs, which include an aggregate of 54.8513 Dividend Units, vest on November 20, 2018.
- F12The RSUs, which include an aggregate of 57.0454 Dividend Units, vest on November 20, 2018.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.51 to $45.48, inclusive. The reporting person undertakes to provide to 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.
- F3The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.71 to $45.37, 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.
- F4The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.2650, inclusive. The reporting person undertakes to provide to 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.
- F5Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.
- F6Each 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.
- F7The remaining RSUs, which include an aggregate of 95.3974 Dividend Units, vest on November 12, 2019.
- F8The remaining RSUs, which include an aggregate of 138.6411 Dividend Units, vest on November 12, 2019.
- F9The RSUs, which include an aggregate of 219.4053 Dividend Units, vest in three equal annual installments beginning on November 14, 2018.