Sec Form 4 Filing - Harris Mark R @ HEIDRICK & STRUGGLES INTERNATIONAL INC - 2021-03-08

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Harris Mark R
2. Issuer Name and Ticker or Trading Symbol
HEIDRICK & STRUGGLES INTERNATIONAL INC [ HSII]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O HEIDRICK & STRUGGLES INT'L INC., 233 S. WACKER DRIVE, SUITE 4900
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2021
(Street)
CHICAGO, IL60606
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock ( 1 ) 03/08/2021 M 3,066 A $ 37.96 ( 2 ) 8,005.019 D
Common Stock ( 3 ) 03/08/2021 F 1,421 D $ 37.96 6,584.019 D
Common Stock ( 4 ) 03/09/2021 M 3,284 A $ 36.95 ( 2 ) 9,868.019 D
Common Stock ( 5 ) 03/09/2021 F 1,522 D $ 36.95 8,346.019 D
Common Stock ( 6 ) 03/09/2021 M 5,335 A $ 36.95 ( 2 ) 13,681.019 D
Common Stock ( 7 ) 03/09/2021 F 2,473 D $ 36.95 11,208.019 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2019 Restricted Stock Units ( 2 ) 03/08/2021 M 3,066 ( 8 ) ( 8 ) Common Stock 3,066 $ 0 3,066 D
2018 Restricted Stock Units ( 2 ) 03/09/2021 M 3,284 ( 9 ) ( 9 ) Common Stock 3,284 $ 0 0 D
2020 Restricted Stock Units ( 2 ) 03/09/2021 M 5,335 ( 10 ) ( 10 ) Common Stock 5,335 $ 0 10,670 D
2021 Restricted Stock Units ( 11 ) 03/09/2021 A 10,825 ( 12 ) ( 12 ) Common Stock 10,825 $ 0 10,825 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harris Mark R
C/O HEIDRICK & STRUGGLES INT'L INC.
233 S. WACKER DRIVE, SUITE 4900
CHICAGO, IL60606
Chief Financial Officer
Signatures
/s/ Kelly A Crosier, Attorney-In-Fact 03/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )RSUs convert into common stock on a one-for-one basis at the time of vesting
( 3 )Reflects an aggregate of 1,421 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2019 RSUs that vested on March 8, 2021.
( 4 )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.
( 5 )Reflects an aggregate of 1,522 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.
( 6 )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.
( 7 )Reflects an aggregate of 2,473 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2020 RSUs that vested on March 9, 2021.
( 8 )On March 8, 2019, the reporting person was granted 9,198 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
( 9 )On March 9, 2018, the reporting person was granted 9,852 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
( 10 )On March 9, 2020, the reporting person was granted 16,005 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
( 11 )Each RSU represents a contingent right to receive one share of Issuer common stock.
( 12 )RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.