SEC Form 4 · accession 0000899243-17-023612

PAREXEL INTERNATIONAL CORP · PRXL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Joshua Schultz

Officer — SVP, PAREXEL Access

Period of report

Sep 29, 2017

Accepted (ET)

Oct 4, 2017 · 8:08 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 Stock^F1	Sep 29, 2017	D	3,601	—	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	4,300	D	—	Sep 14, 2024	Common Stock	4,300	0	D
Stock Options (Right to Buy)^F4	$66.58	Sep 29, 2017	U	7,100	D	—	Sep 14, 2024	Common Stock	7,100	0	D
Stock Options (Right to Buy)^F5	$57.93	Sep 29, 2017	U	11,700	D	—	Sep 10, 2022	Common Stock	11,700	0	D
Stock Options (Right to Buy)^F6	$39.34	Sep 29, 2017	U	10,000	D	—	Sep 11, 2021	Common Stock	10,000	0	D
Stock Options (Right to Buy)^F7	$33.85	Sep 29, 2017	U	10,000	D	—	Sep 11, 2021	Common Stock	10,000	0	D
Restricted Stock Units	$0.00	Sep 29, 2017	U	2,500	A	Sep 10, 2017	Dec 31, 2017	Common Stock	2,500	2,500	D
Restricted Stock Units	$0.00	Sep 29, 2017	U	2,500	D	Sep 10, 2017	Dec 31, 2017	Common Stock	2,500	0	D
Restricted Stock Units^F9	$0.00	Sep 29, 2017	U	1,200	A	—	Dec 31, 2018	Common Stock	1,200	1,200	D
Restricted Stock Units^F9	$0.00	Sep 29, 2017	U	1,200	D	—	Dec 31, 2018	Common Stock	1,200	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 09/09/2015.
F5Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/10/2014.
F6Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 12/14/2013.
F7Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 2/1/2013.
F8Pursuant 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.
F9These restricted stock units were to vest in full on September 9, 2018.