CRA INTERNATIONAL, INC. — Director's Dealing 2021

Mar 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CRA INTERNATIONAL, INC. (CRAI)
CIK: 0001053706
Period of Report: 2021-03-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-03	Common Stock	A	1166	$0.00	Acquired	14363	Direct
2021-03-03	Common Stock	F	405	$59.04	Disposed	13958	Direct
2021-03-03	Common Stock	A	52.3797	$0.00	Acquired	14010.3797	Direct
2021-03-03	Common Stock	D	52.3797	$59.04	Disposed	13958	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-03	Restricted Stock Units	$	A	1218.3798	Acquired		Common Stock (1218.3798)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (314.8809)	314.8809	Direct
Restricted Stock Units	$		Common Stock (491.9518)	491.9518	Direct
Restricted Stock Units	$		Common Stock (1350.1735)	1350.1735	Direct
Restricted Stock Units	$		Common Stock (742.9389)	742.9389	Direct
Restricted Stock Units	$		Common Stock (2076)	2076	Direct
Nonqualified Stock Option (right to buy)	$30.97	2021-11-20	Common Stock (2813)	2813	Direct
Nonqualified Stock Option (right to buy)	$21.52	2022-11-12	Common Stock (3913)	3913	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: Shares issued in settlement of the vesting of performance restricted stock units ("PRSUs") granted on December 6, 2018.

F2: 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.

F3: Unvested RSUs resulting from the determination of the outcome of performance conditions of PRSUs granted on December 6, 2018.

F4: The RSUs, which include an aggregate of 52.3798 Dividend Units vest in two equal annual installments beginning on December 6, 2021.

F5: The RSUs, which include an aggregate of 17.8809 Dividend Units, vest on December 18, 2021.

F6: The RSUs, which include an aggregate of 27.9518 Dividend Units, vest on December 18, 2021.

F7: The RSUs, which include an aggregate of 34.1735 Dividend Units, vest in three equal annual installments beginning on December 5, 2021.

F8: The RSUs, which include an aggregate of 31.9389 Dividend Units, vest in two equal annual installments beginning on December 6, 2021.

F9: The RSUs vest in four equal annual installments beginning on December 15, 2021.

F10: Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.