HEIDRICK & STRUGGLES INTERNATIONAL INC — Director's Dealing 2021

Mar 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)
CIK: 0001066605
Period of Report: 2021-03-08

Reporting Person: Rajagopalan Krishnan (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-08	Common Stock	M	7818	$37.96	Acquired	107315	Direct
2021-03-08	Common Stock	F	3777	$37.96	Disposed	103538	Direct
2021-03-09	Common Stock	M	6979	$36.95	Acquired	110517	Direct
2021-03-09	Common Stock	F	3371	$36.95	Disposed	107146	Direct
2021-03-09	Common Stock	M	13604	$36.95	Acquired	120750	Direct
2021-03-09	Common Stock	F	6571	$36.95	Disposed	114179	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-08	2019 Restricted Stock Units	$	M	7818	Disposed		Common Stock (7818.0)	Direct
2021-03-09	2018 Restricted Stock Units	$	M	6979	Disposed		Common Stock (6979.0)	Direct
2021-03-09	2020 Restricted Stock Units	$	M	13604	Disposed		Common Stock (13604.0)	Direct
2021-03-09	2021 Restricted Stock Units	$	A	25034	Acquired		Common Stock (25034.0)	Direct

Footnotes

F1: Reflects the vesting of the second of three installments of Restricted Stock Units ("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.

F2: RSUs convert into common stock on a one-for-one basis at the time of vesting.

F3: Reflects an aggregate of 3,777 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2019 RSUs that vested on March 8, 2021.

F4: Reflects the vesting of the third of three installments of Restricted Stock Units ("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.

F5: Reflects an aggregate of 3.371 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2018 RSUs that vested on March 9, 2021.

F6: Reflects the vesting of the first of three installments of RSUs granted on March 9, 2020 ("2020 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

F7: Reflects an aggregate of 6,571 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2020 RSUs that vested on March 9, 2021.

F8: 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.

F9: 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.

F10: On March 9, 2020, the reporting person was granted 40,813 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

F11: Each RSU represents a contingent right to receive one share of Issuer common stock.

F12: RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.