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 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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) 07/05/2023	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. 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)	(2)	06/30/2023		A		1,260		(3)	(3)	Common Stock	1,260	$0	1,260	D
Restricted Stock Unit(1)	(2)	06/30/2023		A		527		(3)	(3)	Common Stock	527	$0	1,787(4)	D
Restricted Stock Unit(1)	(2)	06/30/2023		A		2,420		(5)	(5)	Common Stock	2,420	$0	4,207(4)	D
Restricted Stock Unit(1)	(2)	06/30/2023		A		6,760		(6)	(6)	Common Stock	6,760	$0	10,967(4)	D
Restricted Stock Unit(1)	(2)	06/30/2023		A		33,013		(7)	(7)	Common Stock	33,013	$0	43,980(4)	D
Restricted Stock Unit(1)	(2)	06/30/2023		A		812		(8)	(8)	Common Stock	812	$0	44,792(4)	D
Restricted Stock Unit(1)	(2)	06/30/2023		A		15,368		(9)	(9)	Common Stock	15,368	$0	60,160(4)	D
Restricted Stock Unit(1)	(2)	06/30/2023		A		1,577		(10)	(10)	Common Stock	1,577	$0	61,737(4)	D

Explanation of Responses:

1. This Form 4 is amended to reflect the adjusted amount of Restricted Stock Units ("RSUs") issued to the Reporting Person in connection with the final adjustment ratio calculated pursuant to the terms of the Employee Matters Agreement (the "EMA") by and between Laboratory Corporation of America Holdings ("Labcorp") and Fortrea Holdings Inc. ("Fortrea").

2. Each RSU represents the contingent right to receive one share of Fortrea Holdings Inc. Common Stock.

3. In connection with the spin-off ("Spin-Off") of Fortrea by Labcorp, 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 full on February 2, 2024.

4. This number reflects the aggregate number of Restricted Stock Units held by the reporting person.

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. The RSUs will vest in two annual installments on February 11 of each of 2024 and 2025.

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. The RSUs vest in three equal annual installments beginning on February 7, 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. The RSUs vest in three equal annual installments beginning on June 1, 2024.

8. 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. The RSUs will vest in two annual installments on December 15 of each of 2023 and 2024.

9. 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.

10. 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.

	/s/ James Stillman Hanson, Attorney-in-Fact for Mark A. Morais	07/19/2023
	** Signature of Reporting Person	Date
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