0001066605-23-000021.txt : 20230313 0001066605-23-000021.hdr.sgml : 20230313 20230313164459 ACCESSION NUMBER: 0001066605-23-000021 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230309 FILED AS OF DATE: 20230313 DATE AS OF CHANGE: 20230313 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harris Mark R CENTRAL INDEX KEY: 0001650221 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25837 FILM NUMBER: 23727882 MAIL ADDRESS: STREET 1: C/O HERCULES TECHNOLOGY GROWTH CAPITAL STREET 2: 400 HAMILTON AVENUE, SUITE 310 CITY: PALO ALTO STATE: CA ZIP: 94301 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: 233 S WACKER DRIVE STREET 2: SUITE 4900 CITY: CHICAGO STATE: IL ZIP: 60606-6303 BUSINESS PHONE: 3124961200 MAIL ADDRESS: STREET 1: 233 S WACKER DRIVE STREET 2: SUITE 4900 CITY: CHICAGO STATE: IL ZIP: 60606 4 1 wf-form4_167874028493043.xml FORM 4 X0306 4 2023-03-09 0 0001066605 HEIDRICK & STRUGGLES INTERNATIONAL INC HSII 0001650221 Harris Mark R C/O HEIDRICK & STRUGGLES INT'L INC. 233 S. WACKER DRIVE, SUITE 4900 CHICAGO IL 60606 0 1 0 0 Chief Financial Officer Common Stock 2023-03-09 4 M 0 5335 33 A 29216.019 D Common Stock 2023-03-09 4 F 0 2473 33 D 26743.019 D Common Stock 2023-03-09 4 A 0 19558 33 A 46301.019 D Common Stock 2023-03-09 4 F 0 9064 33 D 37237.019 D Common Stock 2023-03-09 4 M 0 3608 33 A 40845.019 D Common Stock 2023-03-09 4 F 0 1672 33 D 39173.019 D Common Stock 2023-03-09 4 M 0 3486 33 A 42659.019 D Common Stock 2023-03-09 4 F 0 1616 33 D 41043.019 D 2020 Restricted Stock Units 2023-03-09 4 M 0 5335 0 D Common Stock 5335.0 0 D 2021 Restricted Stock Units 2023-03-09 4 M 0 3608 0 D Common Stock 3608.0 3609 D 2022 Restricted Stock Units 2023-03-09 4 M 0 3486 0 D Common Stock 3486.0 6974 D Reflects the vesting of the third of three installments of Restricted Stock Units ("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. RSUs convert into common stock on a one-for-one basis at the time of vesting Reflects an aggregate of 2,473 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2020 RSUs that vested on March 9, 2023. Reflects the vesting of 19,558 non-derivative Performance Stock Units ("PSUs") granted on March 9, 2020 ("2020 PSUs") for the three-year performance period ended December 31, 2022 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 9,064 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2020 PSUs that vested on March 9, 2023. Reflects the vesting of the second 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. Reflects an aggregate of 1,672 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2021 RSUs that vested on March 9, 2023. Reflects the vesting of the first of three installments of RSUs granted on March 9, 2022 ("2022 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 1,616 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2022 RSUs that vested on March 9, 2023. On March 9, 2020, the reporting person was granted 16,005 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, 2021, the reporting person was granted 10,825 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, 2022, the reporting person was granted 10,460 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. /s/ Jose J. Castillo, Attorney-In-Fact 2023-03-13