CRA INTERNATIONAL, INC. — Director's Dealing 2021

Sep 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRA INTERNATIONAL, INC. (CRAI)
CIK: 0001053706
Period of Report: 2021-09-27

Reporting Person: Yellin Jonathan D (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-27	Common Stock	M	3913	$21.52	Acquired	17871	Direct
2021-09-27	Common Stock	S	200	$96.9075	Disposed	17671	Direct
2021-09-27	Common Stock	S	2575	$98.3541	Disposed	15096	Direct
2021-09-27	Common Stock	S	1138	$99.2206	Disposed	13958	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-27	Nonqualified Stock Option (right to buy)	$21.52	M	3913	Disposed	2022-11-12	Common Stock (3913)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (317.9509)	317.9509	Direct
Restricted Stock Units	$		Common Stock (496.7481)	496.7481	Direct
Restricted Stock Units	$		Common Stock (1363.3372)	1363.3372	Direct
Restricted Stock Units	$		Common Stock (750.1823)	750.1823	Direct
Restricted Stock Units	$		Common Stock (1230.2586)	1230.2586	Direct
Restricted Stock Units	$		Common Stock (2096.2400)	2096.2400	Direct
Restricted Stock Units	$		Common Stock (1610.5544)	1610.5544	Direct
Nonqualified Stock Option (right to buy)	$44.87	2027-12-18	Common Stock (2377)	2377	Direct
Nonqualified Stock Option (right to buy)	$47.45	2028-12-06	Common Stock (2845)	2845	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $96.5350 to $97.28, 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.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $97.68 to $98.64, 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.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $98.68 to $99.51, 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.

F5: Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

F6: 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.

F7: The RSUs, which include an aggregate of 20.9509 Dividend Units, vest on December 18, 2021.

F8: The RSUs, which include an aggregate of 32.7481 Dividend Units, vest on December 18, 2021.

F9: The RSUs, which include an aggregate of 47.3372 Dividend Units, vest in three equal annual installments beginning on December 5, 2021.

F10: The RSUs, which include an aggregate of 39.1823 Dividend Units, vest in two equal annual installments beginning on December 6, 2021.

F11: The RSUs, which include an aggregate of 64.2586 Dividend Units, vest in two equal annual installments beginning on December 6, 2021.

F12: The RSUs, which include an aggregate of 20.2400 Dividend Units, vest in four equal annual installments beginning on December 15, 2021.

F13: The RSUs, which include an aggregate of 9.5544 Dividend Units, vest in four equal annual installments beginning on March 22, 2022.