HEIDRICK & STRUGGLES INTERNATIONAL INC — Director's Dealing 2012

May 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)
CIK: 0001066605
Period of Report: 2012-05-24

Reporting Person: UNRUH V PAUL (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-24	Common Stock	A	4540	—	Acquired	22337	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Employee Restricted Stock Units	$		Common Stock (770)	770	Direct

Footnotes

F1: Common stock awarded on May 24, 2012, the date of the annual meeting of stockholders. The award is equal to the annual equity retainer of $75,000, rounded to the nearest whole number of shares ($75,000 divided by the closing stock price on May 24, 2012 of $16.52).

F2: Each restricted stock unit represents a contingent right to receive one share of Heidrick & Struggles International, Inc. (the "Company") common stock.

F3: Pursuant to the terms of the award agreement, the award will fully vest upon the completion of the director's term.

F4: Since restricted stock units automatically convert to common stock upon vesting, there is no expiration date for this award.