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

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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^*

Payne Sarah

(Last)

(First)

(Middle)

C/O HEIDRICK & STRUGGLES INT'L INC.

233 S. WACKER DR. SUITE 4900

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HEIDRICK & STRUGGLES INTERNATIONAL INC [ HSII ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/08/2022

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/08/2022		M		843	A	$37.38⁽²⁾	1,995.261	D
Common Stock⁽³⁾	03/08/2022		F		265	D	$37.38	1,730.261	D
Common Stock⁽⁴⁾	03/08/2022		A		3,515	A	$37.38⁽⁵⁾	5,245.261	D
Common Stock⁽⁶⁾	03/08/2022		F		1,102	D	$37.38	4,143.261	D
Common Stock⁽⁷⁾	03/09/2022		M		2,134	A	$38.24⁽²⁾	6,277.261	D
Common Stock⁽⁸⁾	03/09/2022		F		669	D	$38.24	5,608.261	D
Common Stock⁽⁹⁾	03/09/2022		M		1,578	A	$38.24⁽²⁾	7,186.261	D
Common Stock⁽¹⁰⁾	03/09/2022		F		495	D	$38.24	6,691.261	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2019 Restricted Stock Units	⁽²⁾	03/08/2022		M			843	⁽¹¹⁾	⁽¹¹⁾	Common Stock	843	$0	0	D
2020 Restricted Stock Units	⁽²⁾	03/09/2022		M			2,134	⁽¹²⁾	⁽¹²⁾	Common Stock	2,134	$0	2,134	D
2021 Restricted Stock Units	⁽²⁾	03/09/2022		M			1,578	⁽¹³⁾	⁽¹³⁾	Common Stock	1,578	$0	3,158	D
2022 Restricted Stock Units	⁽¹⁴⁾	03/09/2022		A		4,576		⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	4,576	$0	4,576	D

Explanation of Responses:

1. Reflects the vesting of the third of three installments of Restricted Stock Units ("RSUs") granted on March 8, 2019 ("2019 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

2. RSUs convert into common stock on a one-for-one basis at the time of vesting.

3. Reflects an aggregate of 265 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2019 RSUs that vested on March 8, 2022.

4. Reflects the vesting of 3,515 non-derivative Performance Stock Units ("PSUs") granted on March 8, 2019 ("2019 PSUs") for the three-year performance period ended December 31, 2021 and which are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). PSUs are target-based equity grants that generally vest three years from the grant date if certain performance goals are achieved. The actual amounts to vest at the end of the performance period can range from 0% to 200% of target based on performance.

5. PSUs convert into common stock on a one-for-one basis at the time of vesting.

6. Reflects an aggregate of 1,102 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2019 PSUs that vested on March 8, 2022.

7. Reflects the vesting of the second of three installments of RSUs granted on March 9, 2020 ("2020 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

8. Reflects an aggregate of 669 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2020 RSUs that vested on March 9, 2022.

9. Reflects the vesting of the first of three installments of RSUs granted on March 9, 2021 ("2021 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

10. Reflects an aggregate of 495 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2021 RSUs that vested on March 9, 2022.

11. On March 8, 2019, the reporting person was granted 2,529 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

12. On March 9, 2020, the reporting person was granted 6,402 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

13. On March 9, 2021, the reporting person was granted 4,736 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

14. Each RSU represents a contingent right to receive one share of Issuer common stock.

15. RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

Remarks:

	/s/ Kelly A Crosier, Attorney-In-Fact	03/10/2022
	** 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).
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