13D Filing: Starboard Value LP and Parexel International Corp (PRXL)

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Page 18 of 31 – SEC Filing

The following constitutes
the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates
to the Common Stock, $0.01 par value per share (the “Shares”), of PAREXEL International Corporation (the “Issuer”).
The address of the principal executive offices of the Issuer is 195 West Street, Waltham, Massachusetts 02451.

Item 2. Identity and Background.

(a)       This
statement is filed by:

(i) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard
V&O Fund”), with respect to the Shares directly and beneficially owned by it;
(ii) Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S
LLC”), with respect to the Shares directly and beneficially owned by it;
(iii) Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”),
with respect to the Shares directly and beneficially owned by it;
(iv) Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;
(v) Starboard Value R GP LLC (“Starboard R GP”), as
the general partner of Starboard R LP;
(vi) Starboard Leaders November LLC, a Delaware limited liability company (“Starboard November
LLC”), with respect to the Shares directly and beneficially owned by it;
(vii) Starboard Leaders Fund LP (“Starboard Leaders Fund”), as a member of Starboard November
LLC;
(viii) Starboard Value A LP (“Starboard A LP”), as the general partner of Starboard Leaders
Fund and the managing member of Starboard November LLC;
(ix) Starboard Value A GP LLC (“Starboard A GP”), as the general partner of Starboard A
LP;
(x) Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard
November LLC, Starboard Leaders Fund, and of certain managed accounts (the “Starboard Value LP Accounts”) and the manager
of Starboard S LLC;
(xi) Starboard Value GP LLC (“Starboard Value GP”),
as the general partner of Starboard Value LP;
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