0001066605-21-000023.txt : 20210310 0001066605-21-000023.hdr.sgml : 20210310 20210310175412 ACCESSION NUMBER: 0001066605-21-000023 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210308 FILED AS OF DATE: 20210310 DATE AS OF CHANGE: 20210310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cullen Michael M CENTRAL INDEX KEY: 0001768165 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25837 FILM NUMBER: 21731079 MAIL ADDRESS: STREET 1: 233 S. WACKER DRIVE STREET 2: SUITE 4900 CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEIDRICK & STRUGGLES INTERNATIONAL INC CENTRAL INDEX KEY: 0001066605 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 362681268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O HEIDRICK & STRUGGLES INC STREET 2: 233 S WACKER DR STE 4200 CITY: CHICAGO STATE: IL ZIP: 60606-6303 BUSINESS PHONE: 3124961200 4 1 wf-form4_161541683357847.xml FORM 4 X0306 4 2021-03-08 0 0001066605 HEIDRICK & STRUGGLES INTERNATIONAL INC HSII 0001768165 Cullen Michael M C/O HEIDRICK & STRUGGLES INT'L, INC. 233 S. WACKER DRIVE, SUITE 4900 CHICAGO IL 60606 0 1 0 0 Chief Operating Officer Common Stock 2021-03-08 4 M 0 3321 37.96 A 18783.444 D Common Stock 2021-03-08 4 F 0 975 37.96 D 17808.444 D Common Stock 2021-03-09 4 M 0 2737 36.95 A 20545.444 D Common Stock 2021-03-09 4 F 0 1214 36.95 D 19331.444 D Common Stock 2021-03-09 4 M 0 1642 36.95 A 21383.444 D Common Stock 2021-03-09 4 F 0 729 36.95 D 20244.444 D Common Stock 2021-03-09 4 A 0 11295 36.95 A 31539.444 D Common Stock 2021-03-09 4 F 0 3941 36.95 D 27598.444 D Common Stock 2021-03-09 4 M 0 6402 36.95 A 33341.444 D Common Stock 2021-03-09 4 F 0 2840 36.95 D 31160.444 D 2019 Restricted Stock Units 2021-03-08 4 M 0 3321 0 D Common Stock 3321.0 3322 D 2018 Restricted Stock Units 2021-03-09 4 M 0 2737 0 D Common Stock 2737.0 0 D 2018 Restricted Stock Units 2021-03-09 4 M 0 1642 0 D Common Stock 1642.0 0 D 2020 Restricted Stock Units 2021-03-09 4 M 0 6402 0 D Common Stock 6402.0 12804 D 2021 Restricted Stock Units 2021-03-09 4 A 0 10825 0 A Common Stock 10825.0 10825 D Reflects the vesting of the second 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. RSUs convert into common stock on a one-for-one basis at the time of vesting. Reflects an aggregate of 975 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2019 RSUs that vested on March 8, 2021. Reflects the vesting of the third of three installments of Restricted Stock Units ("RSUs") granted on March 9, 2018 ("2018 Employment RSUs") which were awarded as per the terms of Michael Cullen's employment agreement. RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. Reflects an aggregate of 1,214 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2018 Employment RSUs that vested on March 9, 2021. Reflects the vesting of the third of three installments of RSUs granted on March 9, 2018 ("2018 Discretionary RSUs"), which were awarded as a special discretionary award in connection with similar awards made to select employees. RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. Reflects an aggregate of 729 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2018 Discretionary RSUs that vested on March 9, 2021. Reflects the vesting of 11,295 non-derivative Performance Stock Units ("PSUs") granted on March 9, 2018 ("2018 PSUs") for the three-year performance period ended December 31, 2020 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. PSUs convert into common stock on a one-for-one basis at the time of vesting. Reflects an aggregate of 3,941 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2018 PSUs that vested on March 9, 2021. Reflects the vesting of the first 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. Reflects an aggregate of 2,840 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2020 RSUs that vested on March 9, 2021. On March 8, 2019, the reporting person was granted 9,964 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. On March 9, 2018, the reporting person was granted 8,210 2018 Employment RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. On March 9, 2018, the reporting person was granted 4,926 2018 Discretionary RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. On March 9, 2020, the reporting person was granted 19,206 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. Each RSU represents a contingent right to receive one share of Issuer common stock. RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. /s/ Kelly A Crosier, Attorney-In-Fact 2021-03-10