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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)¹

PAREXEL International Corporation

(Name
of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

699462107

(CUSIP Number)

JEFFREY
C. SMITH

STARBOARD
VALUE LP

777 Third Avenue, 18^th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

June 20, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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 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.

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 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.

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: June 22, 2017

 SCHEDULE A

Transactions in the Shares Since
the Filing of the Schedule 13D

STARBOARD
VALUE AND OPPORTUNITY MASTER FUND LTD

Starboard
Value and Opportunity S LLC

Starboard
Value and Opportunity C LP

STARBOARD
LEADERS November LLC

STARBOARD
VALUE LP

(Through the Starboard Value LP Accounts)