PAREXEL INTERNATIONAL CORP Form 4/A Filed 2016-11-07

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 ^*

FLINOIS XAVIER

2. Issuer Name and Ticker or Trading Symbol
PAREXEL INTERNATIONAL CORP [PRXL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, PAREXEL Informatics

(Last)

(First)

(Middle)

C/O PAREXEL INTERNATIONAL CORPORATION, 195 WEST STREET

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2016

(Street)

WALTHAM, MA 02451

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)
09/16/2016

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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⁽¹⁾	09/14/2016		A		3,700	A	$ 0	18,754	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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$67

09/14/2016

6,300

⁽²⁾

09/14/2024

Common Stock

6,300

$ 0

6,300

Restricted Stock Units

⁽³⁾

09/14/2016

383

09/10/2017

⁽⁴⁾

Common Stock

383

$ 0

630

Restricted Stock Units

⁽³⁾

09/14/2016

293

09/09/2018

⁽⁵⁾

Common Stock

293

$ 0

293

Explanation of Responses:

1.	Shares of restricted stock awarded pursuant to PAREXEL International Corporation 2015 Stock Incentive Plan.
2.	Options become exercisable in increments of 25% of the total shares granted commencing on the first anniversary of the date of grant.
3.	Each restricted stock unit represents a contingent right to receive one share of PAREXEL International Corporation common stock.
4.	The restricted stock units awarded pursuant to the PAREXEL International Corporation 2010 Stock Incentive Plan will vest in full on September 10, 2017. Vested shares will be delivered to the reporting person as soon as practicable following the vesting date, and in any event no later than December 31, 2017.
5.	The restricted stock units awarded pursuant to the PAREXEL International Corporation Stock Incentive Plans will vest in full on September 9, 2018. Vested shares will be delivered to the reporting person as soon as practicable following the vesting date, and in any event no later than December 31, 2018.

	Signatures
	W. Brett Davis, Attorney-In-Fact	10/20/2016
	** Signature of Reporting Person	Date
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