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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Morais Mark A.
(Last) (First) (Middle)
8 MOORE DRIVE
(Street)
DURHAM NC 27709
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fortrea Holdings Inc. [ FTRE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2023
4. 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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Stock Unit (1) 06/30/2023 A 1,128 (2) (2) Common Stock 1,128 $0 1,128 D
Restricted Stock Unit (1) 06/30/2023 A 472 (2) (2) Common Stock 472 $0 1,600(3) D
Restricted Stock Unit (1) 06/30/2023 A 2,166 (4) (4) Common Stock 2,166 $0 3,766(3) D
Restricted Stock Unit (1) 06/30/2023 A 6,052 (5) (5) Common Stock 6,052 $0 9,818(3) D
Restricted Stock Unit (1) 06/30/2023 A 29,556 (6) (6) Common Stock 29,556 $0 39,374(3) D
Restricted Stock Unit (1) 06/30/2023 A 727 (7) (7) Common Stock 727 $0 40,101(3) D
Restricted Stock Unit (1) 06/30/2023 A 13,759 (8) (8) Common Stock 13,759 $0 53,860(3) D
Restricted Stock Unit (1) 06/30/2023 A 1,412 (9) (9) Common Stock 1,412 $0 55,272(3) D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of Fortrea Holdings Inc. Common Stock.
2. In connection with the spin-off ("Spin-Off") of Fortrea Holdings Inc. ("Fortrea") by Laboratory Corporation of America Holdings ("Labcorp"), RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the Employee Matters Agreement by and between Labcorp and Fortrea (the "EMA"). Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs will vest in full on February 2, 2024.
3. This number reflects the aggregate number of Restricted Stock Units held by the reporting person.
4. In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs will vest in two annual installments on February 11 of each of 2024 and 2025.
5. In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs vest in three equal annual installments beginning on February 7, 2024.
6. In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs vest in three equal annual installments beginning on June 1, 2024.
7. In connection with the Spin-Off, RSUs granted by Labcorp were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA. The RSUs will vest in two annual installments on December 15 of each of 2023 and 2024.
8. In connection with the Spin-Off, performance awards granted by Labcorp in 2021 for the three-year performance period through December 31, 2023 (the "2021 PSA") were converted into time-vesting RSUs of Fortrea pursuant to the terms of the EMA. The 2021 PSA was converted into a number of time-vesting Fortrea RSUs based on the degree of achievement of the performance criteria subject to the 2021 PSA prior to the Spin-Off and the adjustment ratio that applies to Labcorp equity awards in the Spin-Off, with vesting to occur on the 30th day following Labcorp's filing of an annual report with the SEC on Form 10-K that includes or incorporates by reference audited financial statements with respect to the 3-year period ending December 31, 2023. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA.
9. In connection with the Spin-Off, performance awards granted by Labcorp in 2022 for the three-year performance period through December 31, 2024 (the "2022 PSA") were converted into time-vesting RSUs of Fortrea and performance share awards of Fortrea pursuant to the terms of the EMA. The 2022 PSA was converted into a time-vesting Fortrea RSU equal to 50% of the target number of shares subject to the 2022 PSA, after application of the adjustment ratio that applies to Labcorp equity awards in the Spin-Off, with vesting to occur on the 30th day following Labcorp's filing of an annual report with the SEC on Form 10-K that includes or incorporates by reference audited financial statements with respect to the 3-year period ending December 31, 2024, with the remainder of the 2022 PSA being converted into a performance share award of Fortrea that is not being reported on this Form. Amounts are estimates pending finalization of the adjustment ratio pursuant to the EMA.
/s/ James Stillman Hanson, Attorney-in-Fact for Mark A. Morais 07/05/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
EXHIBIT 24


                                   POWER OF ATTORNEY
                                   -----------------

KNOWN ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and
appoints each of James Stillman Hanson, General Counsel of Fortrea Holdings
Inc. (the ?Company?), and Erica Smith-Klocek, Deputy General Counsel of the
Company, signing singly, with full power of substitution, the undersigned's
true and lawful attorney-in-fact to: (i) execute for and on behalf of the
undersigned, forms and authentication documents for EDGAR Filing Access; (ii)
do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such forms and
authentication documents; (iii) execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer, director and/or 10% shareholder of
the Company, Forms 3, 4 and 5 (including amendments thereto) in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder; (iv) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5 (including amendments thereto) and timely file such form
with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and (v) take any other action of any type
whatsoever in connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interests of, or legally
required by the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might
or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 (including amendments
thereto) with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed on June 8, 2023.




                                   /s/ Mark A. Morais
                                   ----------------------
                                   Mark A. Morais