Sec Form 4 Filing - VON RICKENBACH JOSEF H @ PAREXEL INTERNATIONAL CORP - 2017-09-29

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 VON RICKENBACH JOSEF H 2. Issuer Name and Ticker or Trading Symbol PAREXEL INTERNATIONAL CORP [ PRXL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) C/O PAREXEL INTERNATIONAL CORPORATION, 195 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2017 (Street) WALTHAM, MA02451 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 09/29/2017 D( 1 ) 503,329 D 0 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 Stock Options (Right to Buy) $ 67 09/29/2017 U( 2 ) 50,800 ( 3 ) 09/14/2024 Common Stock 50,800 $ 21.1 0 D Stock Options (Right to Buy) $ 66.58 09/29/2017 U( 2 ) 95,000 ( 4 ) 09/09/2023 Common Stock 95,000 $ 21.52 0 D Stock Options (Right to Buy) $ 57.93 09/29/2017 U( 2 ) 93,300 ( 5 ) 09/10/2022 Common Stock 93,300 $ 30.17 0 D Stock Options (Right to Buy) $ 48.69 09/29/2017 U( 2 ) 73,500 ( 6 ) 09/11/2021 Common Stock 73,500 $ 39.41 0 D Stock Options (Right to Buy) $ 30.64 09/29/2017 U( 2 ) 108,800 ( 7 ) 09/19/2020 Common Stock 108,800 $ 57.46 0 D Stock Options (Right to Buy) $ 20.26 09/29/2017 U( 2 ) 151,700 ( 8 ) 09/21/2019 Common Stock 151,700 $ 67.84 0 D Restricted Stock Units $ 0 09/29/2017 U( 9 ) 29,600 09/10/2017 12/31/2017 Common Stock 29,600 $ 88.1 29,600 D Restricted Stock Units $ 0 09/29/2017 U( 9 ) 29,600 09/10/2017 12/31/2017 Common Stock 29,600 $ 88.1 0 D Restricted Stock Units $ 0 09/29/2017 U( 9 ) 11,988 ( 11 ) 12/31/2017 Common Stock 11,988 $ 88.1 14,800 D Restricted Stock Units $ 0 09/29/2017 U( 9 ) 14,800 ( 10 ) 12/31/2018 Common Stock 14,800 $ 88.1 0 D Restricted Stock Units $ 0 09/29/2017 U( 9 ) 15,960 09/09/2016 12/31/2017 Common Stock 15,960 $ 88.1 21,015 D Restricted Stock Units $ 0 09/29/2017 U( 9 ) 21,015 09/09/2016 12/31/2017 Common Stock 21,015 $ 88.1 0 D Restricted Stock Units $ 0 09/29/2017 U( 9 ) 5,700 ( 12 ) 12/31/2018 Common Stock 5,700 $ 88.1 9,000 D Restricted Stock Units $ 0 09/29/2017 U( 9 ) 9,000 09/09/2016 12/31/2017 Common Stock 9,000 $ 88.1 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VON RICKENBACH JOSEF H C/O PAREXEL INTERNATIONAL CORPORATION 195 WEST STREET WALTHAM, MA02451 X Chairman & CEO Signatures /s/ Douglas A. Batt, Attorney-in-Fact 10/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger by and among PAREXEL International Corporation, West Street Parent, LLC and West Street Merger Sub, Inc., dated June 19, 2017 (the "Merger Agreement"), whereby, at the effective time of the merger contemplated therein (the "Effective Time"), all issued and outstanding shares of the Issuer's common stock were automatically cancelled and converted into the right to receive $88.10 per share in cash without interest (the "Merger Consideration"). ( 2 )Pursuant to the terms of the Agreement and Plan of Merger by and among PAREXEL International Corporation, West Street Parent, LLC and West Street Merger Sub, Inc., dated June 19, 2017, each Company Stock Option, whether or not vested or exercisable, automatically converted into the right to receive an amount in cash equal to the product obtained by multiplying (i) the excess of the Merger Consideration over the per share exercise price of such Company Stock Option, by (ii) the aggregate number of shares of Company Common Stock issuable upon exercise of settlement of such Company Stock Option prior to the Effective Time. ( 3 )Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/14/2016. ( 4 )Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/09/2015. ( 5 )Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/10/2014. ( 6 )Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/11/2013. ( 7 )Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/19/2012. ( 8 )Options become exercisable in increments of 25% of the total shares granted, which commenced on the first anniversary of 09/21/2011. ( 9 )Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each Company RSU Award, whether or not vested, was assumed by West Street Parent, LLC or the Company, cancelled and exchanged for the right to receive an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to such award by (ii) the Merger Consideration. ( 10 )These restricted stock units were to vest in full on September 9, 2018. ( 11 )These restricted stock units were to vest in full on 09/14/2019. ( 12 )These restricted stock units were to vest in full on 09/09/2018.

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