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

No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of
Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the
actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the
price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons
may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without
limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders
of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business
combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer
concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business
combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short
selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments,
or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.

Interest in Securities of the Issuer.

The aggregate percentage
of Shares reported owned by each person named herein is based upon 50,762,287 Shares outstanding, as of May 3, 2017, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 8, 2017.

A.

Starboard V&O Fund

(a)

As of the close of business on May 10, 2017, Starboard V&O Fund beneficially owned 1,986,177 Shares, including 882,040 Shares underlying certain forward purchase contracts.

Percentage: Approximately 3.9%

(b)

1. Sole power to vote or direct vote: 1,986,177 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,986,177 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

B.

Starboard S LLC

(a)

As of the close of business on May 10, 2017, Starboard S LLC beneficially owned 222,450 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 222,450 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 222,450 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.