Sec Form 4 Filing - Caldera Richard @ HEIDRICK & STRUGGLES INTERNATIONAL INC - 2011-05-30

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

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1. Name and Address of Reporting Person Caldera Richard 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) EVP, Chief HR Officer (Last) (First) (Middle) HEIDRICK & STRUGGLES, 233 SOUTH WACKER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/30/2011 (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 05/30/2011 M 1,167 A $ 20.95 8,090 ( 1 ) D Common Stock 05/30/2011 F 368 D $ 20.95 7,722 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 Restricted Stock Units $ 0 05/30/2011 M 1,167 ( 2 ) ( 3 ) Common Stock 1,167 $ 0 12,738 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Caldera Richard HEIDRICK & STRUGGLES 233 SOUTH WACKER DRIVE CHICAGO, IL60606 EVP, Chief HR Officer Signatures Stephen W. Beard, Attorney-in-Fact 06/01/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prior to reporting the transaction herein, the total shares held were decreased by 1,311 shares from the most recent Form 4 filing due to an administrative error in total holdings reported on previous filings. ( 2 )This award vested ratably over three years. Upon vesting, the restricted stock units automatically converted into an equal number of shares of Company common stock. ( 3 )Since restricted stock units automatically converted to common stock upon vesting, there is no expiration date for this award.

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).

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