Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Yellin Jonathan D
  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)
EVP and General Counsel
(Last)
(First)
(Middle)
200 CLARENDON STREET
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2018
(Street)

BOSTON, MA 02116
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/21/2018   M   1.4411 A $ 0 10,192.4411 D  
Common Stock 12/21/2018   D   1.4411 D $ 41.62 10,191 D  

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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 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
Restricted Stock Units (1) 12/21/2018   A   5.7644 (2)     (3)   (3) Common Stock 5.7644 $ 0 905.4737 D  
Restricted Stock Units (1) 12/21/2018   M     1.4411   (3)   (3) Common Stock 1.4411 $ 0 904.0326 D  
Restricted Stock Units (1) 12/21/2018   A   2.4186 (2)     (4)   (4) Common Stock 2.4186 $ 0 505.7238 D  
Restricted Stock Units (1) 12/21/2018   A   3.5165 (2)     (5)   (5) Common Stock 3.5165 $ 0 735.3099 D  
Restricted Stock Units (1)               (6)   (6) Common Stock 1,422   1,422 D  
Nonqualified Stock Option (right to buy) $ 18.48             11/19/2013(7) 11/19/2020 Common Stock 3,243   3,243 D  
Nonqualified Stock Option (right to buy) $ 30.97             11/20/2014(7) 11/20/2021 Common Stock 2,813   2,813 D  
Nonqualified Stock Option (right to buy) $ 21.52             11/12/2015(7) 11/12/2022 Common Stock 3,913   3,913 D  
Nonqualified Stock Option (right to buy) $ 44.87             12/18/2017(7) 12/18/2027 Common Stock 2,377   2,377 D  
Nonqualified Stock Option (right to buy) $ 47.45             12/06/2018(7) 12/06/2028 Common Stock 2,845   2,845 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Yellin Jonathan D
200 CLARENDON STREET
BOSTON, MA 02116
      EVP and General Counsel  

Signatures

 Delia J. Makhlouta, by power of attorney   12/26/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) 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.
(2) Amount reported represents Dividend Units accrued on the RSUs at $41.62 on December 21, 2018. These Dividend Units are payable only in cash.
(3) The RSUs, which include an aggregate of 13.0326 Dividend Units (excluding any Dividend Units disposed of as reported herein), vest in three equal annual installments beginning on December 18, 2019.
(4) The RSUs, which include an aggregate of 16.7238 Dividend Units, vest on November 12, 2019
(5) The RSUs, which include an aggregate of 24.3099 Dividend Units, vest on November 12, 2019.
(6) The RSUs vest in four equal annual installments beginning on December 6, 2019.
(7) Date indicated is date of grant. Option vests in four equal annual installments beginning on the first anniversary of the date of grant.

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