Charles River Laboratories International (CRL) Form 3 CHARLES RIVER LABORATORIES INTERNATIONAL / David Ross Smith ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Smith David Ross

(Last) (First) (Middle)

251 BALLARDVALE STREET

(Street)

WILMINGTON MA 01887

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2015

3. Issuer Name and Ticker or Trading Symbol
CHARLES RIVER LABORATORIES INTERNATIONAL INC [ CRL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Corporate Executive VP & CFO

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	4,511	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	05/01/2015(2)	05/01/2021	Common Stock	20,597	51.45	D
Stock Options (Right to Buy)	02/27/2016(3)	02/27/2020	Common Stock	8,631	76.67	D

Explanation of Responses:

1. Consists of: (a) 365 shares of common stock; (b) 2,190 shares of restricted stock which vest as follows: 730 shares on 5/01/2016, 730 shares on 5/01/2017 and 730 shares on 5/01/2018; (c) 1,956 unvested restricted stock units (RSUs) which vest as follows: 489 on 2/27/2016, 489 on 2/27/2017, 489 on 2/27/2018 and 489 on 2/27/2019. Each RSU represents a contingent right to receive one share of common stock.

2. 945 stock options have vested as of the reporting date. The remaining 19,652 outstanding stock options will vest as follows: 945 on 5/01/2016, 945 on 5/01/2017, and 17,762 on 5/01/2018.

3. Stock options will vest as follows: 2,157 on 2/27/2016, 2,158 on 2/27/2017, 2,158 on 2/27/2018 and 2,158 on 2/27/2019.

	/s/ David R. Smith	08/12/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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