HEIDRICK & STRUGGLES INTERNATIONAL INC — Director's Dealing 2013

Mar 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)
CIK: 0001066605
Period of Report: 2013-03-08

Reporting Person: Beard, Stephen W. (CAO, GC & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Common Stock	M	1338	—	Acquired	11451	Direct
2013-03-08	Common Stock	M	1686	—	Acquired	13137	Direct
2013-03-08	Common Stock	M	2424	—	Acquired	15561	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-08	Restricted Stock Units	$	M	1338	Disposed		Common Stock (1338)	Direct
2013-03-08	Restricted Stock Units	$	M	1686	Disposed		Common Stock (1686)	Direct
2013-03-08	Restricted Stock Units	$	M	2424	Disposed		Common Stock (2424)	Direct
2013-03-08	Restricted Stock Units	$	A	12599	Acquired		Common Stock (12599)	Direct
2013-03-08	Performance Stock Units	$	A	12599	Acquired		Common Stock (12599)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1183)	1183	Direct
Performance Stock Units	$		Common Stock (5059)	5059	Direct
Performance Stock Units	$		Common Stock (7274)	7274	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 has fully vested.

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

F4: The remaining portion of this award vests on March 8, 2014.

F5: The remaining portion of this award vests in two equal installments on March 8, 2014 and March 8, 2015.

F6: This award of restricted stock units was approved by the Human Resources and Compensation Committee on February 7, 2013, and granted on March 8, 2013, the next date of the six pre-established dates for granting equity awards.

F7: This award vests in three equal installments on March 8, 2014, March 8, 2015 and March 8, 2016.

F8: Each performance stock unit represents a contingent right to receive one share of Company common stock.

F9: This award of performance stock units was approved by the Human Resources and Compensation Committee on February 7, 2013, and granted on March 8, 2013, the next date of the six pre-established dates for granting equity awards.

F10: 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, 2013).

F11: The remaining portion of this award vests on December 20, 2013.

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).

F13: 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).