Sec Form 4 Filing - Holmes Chad M @ CRA INTERNATIONAL, INC. - 2017-11-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Holmes Chad M 2. Issuer Name and Ticker or Trading Symbol CRA INTERNATIONAL, INC. [ CRAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO, EVP and Treasurer (Last) (First) (Middle) 200 CLARENDON STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2017 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/08/2017 M( 1 ) 789 A $ 21.43 10,994 D Common Stock 11/08/2017 S( 1 ) 789 D $ 43.1724 ( 2 ) 10,205 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Nonqualified Stock Option (right to buy) $ 21.43 11/08/2017 M 789 11/08/2010( 3 ) 11/08/2017 Common Stock 789 $ 0 0 D Restricted Stock Units ( 4 ) ( 5 ) ( 5 ) Common Stock 412.2593 412.2593 D Restricted Stock Units ( 4 ) ( 6 ) ( 6 ) Common Stock 406.1669 406.1669 D Restricted Stock Units ( 4 ) ( 7 ) ( 7 ) Common Stock 1,428.6919 1,428.6919 D Restricted Stock Units ( 4 ) ( 8 ) ( 8 ) Common Stock 1,485.5515 1,485.5515 D Restricted Stock Units ( 4 ) ( 9 ) ( 9 ) Common Stock 2,980.2492 2,980.2492 D Restricted Stock Units ( 4 ) ( 10 ) ( 10 ) Common Stock 3,046.2514 3,046.2514 D Nonqualified Stock Opton (right to buy) $ 21.91 11/14/2011( 3 ) 11/14/2018 Common Stock 2,400 2,400 D Nonqualified Stock Option (right to buy) $ 18.48 11/19/2013( 3 ) 11/19/2020 Common Stock 3,243 3,243 D Nonqualified Stock Option (right to buy) $ 30.97 11/20/2014( 3 ) 11/20/2021 Common Stock 5,625 5,625 D Nonqualified Stock Option (right to buy) $ 21.52 11/12/2015( 3 ) 11/12/2022 Common Stock 7,826 7,826 D Nonqualified Stock Option (right to buy) $ 30.96 11/14/2016( 3 ) 11/14/2023 Common Stock 6,000 6,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Holmes Chad M 200 CLARENDON STREET BOSTON, MA02116 CFO, EVP and Treasurer Signatures Delia J. Makhlouta, by power of attorney 11/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.00 to $43.37, 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. ( 3 )Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant. ( 4 )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 indicted 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. ( 5 )The RSUs, which include an aggregate of 6.2593 Dividend Units, vest on November 19, 2017. ( 6 )The RSUs, which include an aggregate of 6.1669 Dividend Units, vest on November 19, 2017. ( 7 )The RSUs, which include an aggregate of 21.6919 Dividend Units, vest in two equal annual installments beginning on November 20, 2017. ( 8 )The RSUs, which include an aggregate of 22.5515 Dividend Units, vest in two equal annual installments beginning on November 20, 2017. ( 9 )The RSUs, which include an aggregate of 45.2492 Dividend Units, vest in three equal annual installments beginning on November 12, 2017. ( 10 )The RSUs, which include an aggregate of 46.2514 Dividend Units, vest in four equal annual installments beginning on November 14, 2017.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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