0001209191-20-017828.txt : 20200310
0001209191-20-017828.hdr.sgml : 20200310
20200310180721
ACCESSION NUMBER: 0001209191-20-017828
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20200308
FILED AS OF DATE: 20200310
DATE AS OF CHANGE: 20200310
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rajagopalan Krishnan
CENTRAL INDEX KEY: 0001629768
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-25837
FILM NUMBER: 20703266
MAIL ADDRESS:
STREET 1: 2001 PENNSYLVANIA AVENUE
STREET 2: SUITE 800
CITY: WASHINGTON
STATE: DC
ZIP: 20006
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-03-08
0
0001066605
HEIDRICK & STRUGGLES INTERNATIONAL INC
HSII
0001629768
Rajagopalan Krishnan
HEIDRICK & STRUGGLES, INT'L INC.
233 SOUTH WACKER DRIVE, SUITE 4900
CHICAGO
IL
60606
0
1
0
0
President and CEO
Common Stock
2020-03-09
4
M
0
2229
A
79621
D
Common Stock
2020-03-09
4
F
0
1077
23.43
D
78544
D
Common Stock
2020-03-09
4
A
0
9671
A
88215
D
Common Stock
2020-03-09
4
F
0
4672
23.43
D
83543
D
Common Stock
2020-03-09
4
M
0
6979
A
90522
D
Common Stock
2020-03-09
4
F
0
3371
23.43
D
87151
D
Common Stock
2020-03-08
4
M
0
7818
A
94969
D
Common Stock
2020-03-08
4
F
0
3777
23.43
D
91192
D
2017 Restricted Stock Units
2020-03-09
4
M
0
2229
0.00
D
Common Stock
2229
0
D
2018 Restricted Stock Units
2020-03-09
4
M
0
6979
0.00
D
Common Stock
6979
6979
D
2019 Restricted Stock Units
2020-03-08
4
M
0
7818
0.00
D
Common Stock
7818
15637
D
2020 Restricted Stock Units
2020-03-09
4
A
0
40813
0.00
A
Common Stock
40813
40813
D
Reflects the vesting of the third of three installments of Restricted Stock Units ("RSUs") granted on March 9, 2017 ("2017 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 1,077 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2017 RSUs that vested on March 9, 2020.
Reflects the vesting of 9,671 non-derivative Performance Stock Units ("PSUs") granted on March 9, 2017 ("2017 PSUs") for the three-year performance period ended December 31, 2019 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 4,672 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2017 PSUs that vested on March 9, 2020.
Reflects the vesting of the second of three installments of RSUs granted on March 9, 2018 ("2018 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 3,371 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2018 RSUs that vested on March 9, 2020.
Reflects the vesting of the first of three installments of 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.
Reflects an aggregate of 3,777 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2019 RSUs that vested on March 8, 2020.
On March 9, 2017, the reporting person was granted 6,687 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 20,936 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 8, 2019, the reporting person was granted 23,455 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.
In prior Section 16 filings, the reporting person aggregated different classes of derivative securities and reported under Column 9 of Table II the total aggregate amount of different classes of the same type of derivative securities (e.g., all RSUs) beneficially owned following the reported transaction. Going forward, the reporting person will no longer aggregate different classes of derivative securities but will include under Column 9 of Table II the total number of derivative securities beneficially owned following the reported transaction only with regard to the specific class of derivative securities included in that particular line item.
In prior Section 16 filings, the reporting person included grants of certain non-derivative PSUs in Table II. Because the value of these securities is not directly derived from the price of the Issuer's common stock, these securities are not considered derivative securities and need not be reported in Table II. Going forward, the reporting person will no longer record grants of non-derivative PSUs in Table II but will only record in Table I the vesting and settlement of such non-derivative PSUs into shares of the Issuer's common stock.
/s/ Kamau A. Coar, Attorney-in-Fact
2020-03-10
EX-24.4_903304
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
WHEREAS, effective as of March 13, 2018, the undersigned previously appointed
Kamau A. Coar and Pamela Bell-Carter as the undersigned's attorney-in-fact to
execute and file forms required under Section 16(a) of the Securities Exchange
Act of 1934, and to take any and all acts for and on behalf of the undersigned
in connection therewith; and
WHEREAS, the undersigned desires to further reflect such appointment of Kamau A.
Coar and Pamela Bell-Carter as attorney-in-fact and to further appoint Kelly
Crosier as the undersigned's attorney-in-fact to execute and file forms required
under Section 16(a) of the Securities Exchange Act of 1934 effective as of the
date hereof.
KNOW ALL BY THESE PRESENTS that the undersigned previously constituted and
appointed, effective as of March 13, 2018, Kamau A. Coar and Pamela Bell-Carter,
and hereby constitutes and appoints Kelly Crosier, effective as of the date
hereof, signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Heidrick & Struggles International, Inc. (the
"Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
(2) 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
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
(3) 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 interest 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, has lawfully done or 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, have not assumed and 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.
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 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 as of this 28th day of February, 2020.
Krishnan Rajagopalan
Printed Name
/s/Krishnan Rajagopalan
Signature