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

The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended
and restated to read as follows:

As of June 20, 2017,
the Reporting Persons no longer beneficially own any Shares of the Issuer.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(e) are
hereby amended and restated to read as follows:

(a)-(b) As of June
20, 2017, the Reporting Persons no longer beneficially own any Shares of the Issuer.

(c) The transactions
in the Shares by the Reporting Persons since the filing of the Schedule 13D are set forth in Schedule A and are incorporated herein
by reference.

(d) Not applicable.

(e) As of June 20,
2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to add the following:

Starboard V&O
Fund is no longer a party to the forward purchase contracts previously disclosed in the Schedule 13D.