SEC Form 4 · accession 0000899243-17-023608
PAREXEL INTERNATIONAL CORP · PRXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michelle Graham
Officer — SVP, Chief HR Officer
Period of report
Sep 29, 2017
Accepted (ET)
Oct 4, 2017 · 8:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000799729
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 29, 2017 | D | 9,941 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F3 | $67.00 | Sep 29, 2017 | U | 5,800 | D | — | Sep 14, 2024 | Common Stock | 5,800 | 0 | D |
| Stock Options (Right to Buy)F4 | $66.27 | Sep 29, 2017 | U | 10,000 | D | — | Mar 10, 2023 | Common Stock | 10,000 | 0 | D |
| Stock Options (Right to Buy)F5 | $68.68 | Sep 29, 2017 | U | 10,000 | D | — | Dec 2, 2023 | Common Stock | 10,000 | 0 | D |
| Restricted Stock Units | $0.00 | Sep 29, 2017 | U | 1,700 | A | Sep 10, 2017 | Dec 31, 2017 | Common Stock | 1,700 | 1,700 | D |
| Restricted Stock Units | $0.00 | Sep 29, 2017 | U | 1,700 | D | Sep 10, 2017 | Dec 31, 2017 | Common Stock | 1,700 | 0 | D |
| Restricted Stock UnitsF7 | $0.00 | Sep 29, 2017 | U | 3,400 | A | — | Dec 31, 2018 | Common Stock | 3,400 | 3,400 | D |
| Restricted Stock UnitsF7 | $0.00 | Sep 29, 2017 | U | 3,400 | D | — | Dec 31, 2018 | Common Stock | 3,400 | 0 | D |
Explanation of responses
- F1Disposed 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").
- F2Pursuant 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.
- F3Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/14/2016.
- F4Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 03/10/2015.
- F5Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 12/02/2015.
- F6Pursuant 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.
- F7These restricted stock units were scheduled to vest in full on September 9, 2018.