Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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HEIDRICK & STRUGGLES INTERNATIONAL INC (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
422819102 (CUSIP Number) |
David N Smith MAK Capital One L.L.C, 590 Madison Avenue, 31st Floor New York, NY, 10022 212-609-6800 Howard M. Berkower, Esq. 250 West 55th Street, 13th Floor New York, NY, 10019 212-609-6800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 422819102 |
| 1 |
Name of reporting person
MAK Capital Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,213,762.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
For item 13: This calculation is based upon 20,790,543 Shares outstanding as of October 31, 2025, as disclosed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2025.
SCHEDULE 13D
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| CUSIP No. | 422819102 |
| 1 |
Name of reporting person
MAK Capital One L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,213,762.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For item 13: The calculation is based upon 20,790,543 Shares outstanding as of October 31, 2025, as disclosed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2025.
SCHEDULE 13D
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| CUSIP No. | 422819102 |
| 1 |
Name of reporting person
Michael A. Kaufman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,213,762.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For item 13: The calculation is based upon 20,790,543 Shares outstanding as of October 31, 2025, as disclosed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value |
| (b) | Name of Issuer:
HEIDRICK & STRUGGLES INTERNATIONAL INC |
| (c) | Address of Issuer's Principal Executive Offices:
233 S Wacker Drive, Suite 4900, Chicago,
ILLINOIS
, 60606-6303. |
| Item 2. | Identity and Background |
| (a) | MAK Capital Fund, a Bermuda Islands limited partnership ("MAK Fund"); MAK Capital One L.L.C., a Delaware limited liability company ("MAK Capital"); MAK Fund is a pooled investment limited partnership. MAK Capital is the investment manager of MAK Fund, and Mr. Michael A. Kaufman ("Mr. Kaufman") is the managing member of MAK Capital. MAK Capital is the investment manager of MAK Fund and other pooled investment vehicles; Mr. Kaufman is the managing member of MAK Capital. |
| (b) | MAK Capital Fund, a Bermuda Islands limited partnership whose address is: c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda for MAK Fund. MAK Capital One L.L.C., a Delaware limited liability company whose address is 590 Madison Avenue, 31st Floor, New York, NY 10022 Michael A. Kaufman, a United States citizen, whose address is 590 Madison Avenue, New York, NY 10022. |
| (c) | MAK Capital Fund LP, a Bermuda Islands limited partnership; MAK Capital One L.L.C., a Delaware limited liability company; and Michael A. Kaufman, a United States citizen; MAK Fund is a pooled investment limited partnership. MAK Capital is the investment manager of MAK Fund, and Mr. Kaufman is the managing member of MAK Capital. |
| (d) | NO |
| (e) | NO |
| (f) | US |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons acquired the Shares reported herein at an aggregate cost of $40,699,129. The funds used to purchase the Shares were obtained from the general working capital of MAK Fund which may at any given time include funds borrowed in the ordinary course in its margin account. | |
| Item 4. | Purpose of Transaction |
The Shares reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes. The response to Item 6 below is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. Pursuant to Rule 13d-3 under the Act, each of the Reporting Persons may be deemed to beneficially own and share voting and dispositive power in respect of 1,213,762 Shares. The calculation is based upon 20,790,543 Shares outstanding as of October 31, 2025, as disclosed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2025. |
| (b) | There were no transactions in the Issuer's Shares that were effected by the Reporting Persons during the past sixty days. |
| (c) | To the knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Shares beneficially owned by the Reporting Persons identified in this Item 5. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
MAK Fund entered into a Letter Agreement with the Issuer on October 27, 2025 (the "Agreement") pursuant to which it agreed to (i) keep confidential certain information it received from the Issuer and not to trade on such information; (ii) to vote in favor of the merger provided for in that certain Merger Agreement, dated October 5, 2025, between the Issuer, Heron Merger Sub, Inc. and Heron Bidco, LLC (the "Merger Agreement"); and (iii) not to: directly or indirectly, effect, seek, offer or propose or participate, in any acquisition of the assets or securities of the Issuer, any tender offer, merger or other business combination involving the Issuer or any solicitation of proxies or consents to vote any voting securities of the Issuer. These obligations terminate upon the termination of the Merger Agreement. This description of the Agreement, is qualified by the Agreement which is an exhibit to this Schedule 13D. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit No. 99.1. Joint Filing Agreement Exhibit No. 99.2 Non Disclosure and Voting Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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