HEIDRICK & STRUGGLES INTERNATIONAL INC — Director's Dealing 2012

Mar 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)
CIK: 0001066605
Period of Report: 2012-03-08

Reporting Person: KELLY L KEVIN (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-08	Common Stock	M	6108	—	Acquired	111282	Direct
2012-03-08	Common Stock	F	2532	$20.62	Disposed	108750	Direct
2012-03-08	Common Stock	M	6438	—	Acquired	115188	Direct
2012-03-08	Common Stock	F	2669	$20.62	Disposed	112519	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-08	Restricted Stock Units	$	M	6108	Disposed		Common Stock (6108)	Direct
2012-03-08	Restricted Stock Units	$	M	6438	Disposed		Common Stock (6438)	Direct
2012-03-08	Restricted Stock Units	$	A	25461	Acquired		Common Stock (25461)	Direct
2012-03-08	Performance Stock Units	$	A	25461	Acquired		Common Stock (25461)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (25641)	25641	Direct
Performance Stock Units	$		Common Stock (18545)	18545	Direct
Performance Stock Units	$		Common Stock (19316)	19316	Direct
Employee Stock Options	$48.45	2012-03-30	Common Stock (31250)	31250	Direct
Employee Stock Options	$33.79	2018-03-06	Common Stock (55935)	55935	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Heidrick & Struggles International, Inc. (the "Company") common stock.

F2: This award vests in three equal installments on March 8, 2011, March 8, 2012 and March 8, 2013.

F3: Since restricted stock units automatically convert to common stock upon vesting, there is no expiration date for this award.

F4: This award vests in three equal installments on March 8, 2012, March 8, 2013 and March 8, 2014.

F5: The award of restricted stock units was approved by the Human Resources and Compensation Committee on February 8, 2012, and granted on March 8, 2012, the next date of the six pre-established dates for granting equity awards.

F6: This award vests in three equal installments on March 8, 2013, March 8, 2014 and March 8, 2015.

F7: Each performance stock unit represents a contingent right to receive one share of Company common stock.

F8: The award of performance stock units was approved by the Human Resources and Compensation Committee on February 8, 2012, and granted on March 8, 2012, the next date of the six pre-established dates for granting equity awards.

F9: Represents the target number of performance stock units. The actual number of shares to be issued, which could range from 0 to 200 percent of the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period. The shares, if any, will be issued 36 months from the grant date (March 8, 2012).

F10: This award vests in three equal installments on May 18, 2012, May 18, 2013 and May 18, 2014, subject to accelerated cliff vesting on May 18, 2012, depending on the achievement of certain performance goals.

F11: Represents the target number of performance stock units. The actual number of shares to be issued, which could range from 0 to 200 percent of the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period. The shares, if any, will be issued 36 months from the grant date (March 29, 2010).

F12: Represents the target number of performance stock units. The actual number of shares to be issued, which could range from 0 to 200 percent of the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period. The shares, if any, will be issued 36 months from the grant date (March 8, 2011).