CRA INTERNATIONAL, INC. — Director's Dealing 2012

Feb 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRA INTERNATIONAL, INC. (CRAI)
CIK: 0001053706
Period of Report: 2012-02-23

Reporting Person: Lowenstein Arnold J (EVP, Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-23	Common Stock	F	848	$24.99	Disposed	33132	Direct
2012-02-23	Common Stock	S	1022	$25.00	Disposed	32110	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option (right to buy)	$22.81	2013-06-05	Common Stock (11993)	11993	Direct
Incentive Stock Option (right to buy)	$22.81	2013-06-05	Common Stock (6507)	6507	Direct
Nonqualified Stock Option (right to buy)	$32.26	2014-05-10	Common Stock (10000)	10000	Direct
Nonqualified Stock Option (right to buy)	$50.09	2015-04-01	Common Stock (2500)	2500	Direct
Incentive Stock Option (right to buy)	$50.09	2015-04-01	Common Stock (2500)	2500	Direct
Nonqualified Stock Options (right to buy)	$21.43	2017-11-08	Common Stock (7466)	7466	Direct
Restricted Stock Units	$		Common Stock (2800)	2800	Direct
Nonqualified Stock Options (right to buy)	$21.91	2018-11-14	Common Stock (9600)	9600	Direct
Restricted Stock Units	$		Common Stock (4800)	4800	Direct

Footnotes

F1: Date indicated is the date of grant. Options vest in four equal installments beginning on the first anniversary of the date of grant.

F2: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock; vested restricted stock units are payable in the form of cash, shares of the Issuer's common stock or a combination thereof.

F3: The restricted stock units vest in four equal annual installments beginning November 8, 2011. To the extent vested restricted stock units 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.

F4: The restricted stock units vest in four equal annual installments beginning November 14, 2012. To the extent vested restricted stock units 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.