CRA INTERNATIONAL, INC. — Director's Dealing 2021

Aug 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRA INTERNATIONAL, INC. (CRAI)
CIK: 0001053706
Period of Report: 2021-08-09

Reporting Person: Holmes Chad M (Chief Corp Dev Officer, EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-09	Common Stock	M	5625	$30.97	Acquired	33225	Direct
2021-08-09	Common Stock	M	1100	$21.52	Acquired	34325	Direct
2021-08-09	Common Stock	S	1195	$90.5349	Disposed	33130	Direct
2021-08-09	Common Stock	S	2793	$91.3736	Disposed	30337	Direct
2021-08-09	Common Stock	S	1412	$92.4111	Disposed	28925	Direct
2021-08-09	Common Stock	S	1325	$93.1748	Disposed	27600	Direct
2021-08-10	Common Stock	M	6726	$21.52	Acquired	34326	Direct
2021-08-10	Common Stock	S	4200	$91.7245	Disposed	30126	Direct
2021-08-10	Common Stock	S	1289	$92.7891	Disposed	28837	Direct
2021-08-10	Common Stock	S	1237	$93.5114	Disposed	27600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-09	Nonqualified Stock Option (right to buy)	$30.97	M	5625	Disposed	2021-11-20	Common Stock (5625)	Direct
2021-08-09	Nonqualified Stock Option (right to buy)	$21.52	M	1100	Disposed	2022-11-12	Common Stock (1100)	Direct
2021-08-10	Nonqualified Stock Option (right to buy)	$21.52	M	6726	Disposed	2022-11-12	Common Stock (6726)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (544.4180)	544.4180	Direct
Restricted Stock Units	$		Common Stock (848.6724)	848.6724	Direct
Restricted Stock Units	$		Common Stock (2114.5800)	2114.5800	Direct
Restricted Stock Units	$		Common Stock (1163.6200)	1163.6200	Direct
Restricted Stock Units	$		Common Stock (1908.5162)	1908.5162	Direct
Restricted Stock Units	$		Common Stock (2661.1527)	2661.1527	Direct
Restricted Stock Units	$		Common Stock (2044.3118)	2044.3118	Direct
Nonqualified Stock Option (right to buy)	$30.96	2023-11-14	Common Stock (6000)	6000	Direct
Nonqualified Stock Option (right to buy)	$44.87	2027-12-18	Common Stock (4076)	4076	Direct
Nonqualified Stock Option (right to buy)	$47.45	2028-12-06	Common Stock (4425)	4425	Direct

Footnotes

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

F2: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $89.90 to $90.87, 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.

F3: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.88 to $91.82, 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.

F4: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.905 to $92.86, 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.

F5: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.905 to $93.47, 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.

F6: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.345 to $92.245, 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.

F7: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $92.315 to $93.22, 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.

F8: The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.245 to $93.83, 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.

F9: Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

F10: 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.

F11: The RSUs, which include an aggregate of 34.4180 Dividend Units, vest on December 18, 2021.

F12: The RSUs, which include an aggregate of 53.6724 Dividend Units, vest on December 18, 2021.

F13: The RSUs, which include an aggregate of 67.5800 Dividend Units, vest in three equal annual installments beginning on December 5, 2021.

F14: The RSUs, which include an aggregate of 57.6200 Dividend Units, vest in two equal annual installments beginning on December 6, 2021.

F15: The RSUs, which include an aggregate of 94.5162 Dividend Units, vest in two equal annual installments beginning on December 6, 2021.

F16: The RSUs, which include an aggregate of 18.1527 Dividend Units, vest in four equal annual installments beginning on December 15, 2021.

F17: The RSUs, which include an aggregate of 6.3118 Dividend Units, vest in four equal annual installments beginning on March 22, 2022.