HEIDRICK & STRUGGLES INTERNATIONAL INC — Director's Dealing 2014

Mar 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)
CIK: 0001066605
Period of Report: 2014-03-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-10	Common Stock	A	1687	—	Acquired	18431	Direct
2014-03-10	Common Stock	A	2425	—	Acquired	20856	Direct
2014-03-10	Common Stock	A	4199	—	Acquired	25055	Direct
2014-03-10	Common Stock	A	2530	—	Acquired	27585	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-10	RSU issued in 2011	$	M	1687	Acquired		Common Stock ()	Direct
2014-03-10	RSU issued in 2012	$	M	2425	Acquired		Common Stock ()	Direct
2014-03-10	RSU issued in 2013	$	M	4199	Acquired		Common Stock ()	Direct
2014-03-10	PSU issued in 2011	$	M	2530	Acquired		Common Stock ()	Direct

Footnotes

F1: Granted under the Company's Global Share Plan. Each Restricted Stock Unit (RSU) and Performance Stock Unit (PSU) represents a right to receive one share of the Issuer's Common Stock upon vesting.

F2: The number of RSUs or PSUs awarded to the Reporting Person was determined by dividing the total dollar value of compensation granted to the Reporting Person by the closing price of HSII common stock on the grant date of March 8 for the respective year.

F3: The RSUs are service-based and will vest in three equal installments (specifically on the first, second and third anniversaries of the date of grant). Reflects the annual partial vesting of RSUs issued on March 8 of the respective year.

F4: Represents the vesting of PSUs granted on March 8, 2011 in the amount 5,049 which were subject to the achievement of certain performance measures and issued based on a graduated scale ranging from 0 to 200 percent of the initial target amount.