SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
Yellin Jonathan D

(Last) (First) (Middle)
200 CLARENDON STREET

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/28/2017
3. Issuer Name and Ticker or Trading Symbol
CRA INTERNATIONAL, INC. [ CRAI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and General Counsel
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,273 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Stock Option (right to buy) 11/14/2011(1) 11/14/2018 Common Stock 2,400 21.91 D
Nonqualified Stock Option (right to buy) 11/19/2013(1) 11/19/2020 Common Stock 3,243 18.48 D
Restricted Stock Units (3) (3) Common Stock 409.1327 (2) D
Restricted Stock Units (4) (4) Common Stock 403.0864 (2) D
Nonqualified Stock Option (right to buy) 11/20/2014(1) 11/20/2021 Common Stock 2,813 30.97 D
Restricted Stock Units (5) (5) Common Stock 709.432 (2) D
Restricted Stock Units (6) (6) Common Stock 736.6422 (2) D
Nonqualified Stock Option (right to buy) 11/12/2015(1) 11/12/2022 Common Stock 3,913 21.52 D
Restricted Stock Units (7) (7) Common Stock 1,478.3192 (2) D
Explanation of Responses:
1. Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.
2. 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.
3. The RSUs, which include an aggregate of 3.1327 Dividend Units, vest on November 19, 2017.
4. The RSUs, which include an aggregate of 3.0864 Dividend Units, vest on November 19, 2017.
5. The RSUs, which include an aggregate of 5.4320 Dividend Units, vest in two equal annual installments beginning on November 20, 2017.
6. The RSUs, which include an aggregate of 5.6422 Dividend Units, vest in two equal annual installments beginning on November 20, 2017.
7. The RSUs, which include an aggregate of 11.3192 Dividend Units, vest in three equal annual installments beginning on November 12, 2017.
Delia J. Makhlouta, by power of attorney 04/06/2017
** Signature of Reporting Person Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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LIMITED POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby
constitutes and appoints each of Delia J. Makhlouta, Chad M.
Holmes and Paul Maleh, signing singly, the undersigned's true and
lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the
undersigned's capacity as a director or officer of CRA
International, Inc. (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5 and timely file such form with
the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3)     take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of,
or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.

     The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4
and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 22nd day of March, 2017.

Jonathan D. Yellin
Print Name
/s/ Jonathan D. Yellin
Signature
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