Statement of Changes in Beneficial Ownership (4)

FORM 4

[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

1. Name and Address of Reporting Person * Gaenzle Christopher L	2. Issuer Name and Ticker or Trading Symbol PRA Health Sciences, Inc. [ PRAH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP, CAO & General Counsel
(Last)          (First)          (Middle) C/O PRA HEALTH SCIENCES, INC., 4130 PARKLAKE AVENUE, SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 7/1/2021
(Street) RALEIGH, NC 27612 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	7/1/2021		D		34500	D	(1)(2)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$101.42	7/1/2021		D			37500	(3)	8/10/2028	Common Stock	37500	(6)	0	D
Stock Option (Right to Buy)	$95.94	7/1/2021		D			16666	(4)	8/13/2029	Common Stock	16666	(6)	0	D
Stock Option (Right to Buy)	$103.30	7/1/2021		D			17114	(5)	6/1/2030	Common Stock	17114	(6)	0	D
Restricted Stock Unit	(7)	7/1/2021		D			5647	(8)	(8)	Common Stock	5647	(7)	0	D
Restricted Stock Unit	(7)	7/1/2021		D			14008	(9)	(9)	Common Stock	14008	(7)	0	D

Explanation of Responses:
(1)	Pursuant to the Agreement and Plan of Merger (as it may be amended from time to time) (the "Merger Agreement"), dated as of February 24, 2021, by and among the Issuer, ICON plc ("ICON"), ICON US Holdings Inc. ("US HoldCo") and Indigo Merger Sub, Inc., each share of the Issuer's common stock was converted into the right to receive from ICON, 0.4125 of one ordinary share of ICON, and, from US HoldCo, $80.00 in cash, without any interest thereon (collectively, the "Merger Consideration").
(2)	Pursuant to the Merger Agreement, each award of restricted stock of the Issuer that is outstanding immediately prior to the effective time of the merger was converted into the right to receive the Merger Consideration.
(3)	The option vests in four equal annual installments of 18,750 beginning on August 10, 2019.
(4)	The option vests in three equal annual installments of 8,334 beginning on August 13, 2020.
(5)	The option vests in three equal annual installments of 8,556 beginning on June 1, 2021.
(6)	Pursuant to the Merger Agreement, each outstanding stock option of the Issuer, whether vested or unvested, as of immediately prior to the effective time of the merger was, at the effective time of the merger, converted into an option to purchase a number of ordinary shares of ICON equal to the product of (i) the number of shares of the Issuer's common stock subject to such Issuer stock option and (ii) 0.788496037 (the "Parent Equity Conversion Ratio") (rounded down to the nearest whole ordinary share of ICON), with an exercise price equal to the quotient of (x) the exercise price of such Issuer stock option and (y) the Parent Equity Conversion Ratio (rounded up to the nearest whole cent), subject to the same terms and conditions (including vesting conditions) applicable to such Issuer stock option.
(7)	Pursuant to the Merger Agreement, each outstanding award of restricted stock units of the Issuer as of immediately prior to the effective time of the merger was, at the effective time of the merger, converted into a number of restricted stock units of ICON equal to the product of (i) the number of restricted stock units of the Issuer and (ii) the Parent Equity Conversion Ratio, rounded down to the nearest whole ordinary share of ICON, subject to the same terms and conditions (including vesting conditions) applicable to such Issuer restricted stock units.
(8)	Restricted stock units convert into the Issuer's common stock on a one-for one basis in an amount equal to one-third of the total amount per year on each anniversary of June 1, 2020, the grant date, subject to the holder's continued service through each vesting date.
(9)	Restricted stock units convert into the Issuer's common stock on a one-for-one basis in an amount equal to one-third of the total amount per year on each anniversary of June 1, 2021, the grant date, subject to the holder's continued service through each vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Gaenzle Christopher L C/O PRA HEALTH SCIENCES, INC. 4130 PARKLAKE AVENUE, SUITE 400 RALEIGH, NC 27612			EVP, CAO & General Counsel

Signatures
By: /s/ Christopher L. Gaenzle		7/1/2021
**Signature of Reporting Person		Date