Sec Form 4 Filing - Hicks Timothy C @ HEIDRICK & STRUGGLES INTERNATIONAL INC - 2012-03-08

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 Hicks Timothy C 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) Managing Partner, Operations (Last) (First) (Middle) C/O HEIDRICK & STRUGGLES INT'L, INC., 233 S. WACKER DRIVE, SUITE 4200 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2012 (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 03/08/2012 M 919 A $ 0 4,075.78 D Common Stock 03/08/2012 F 290 D $ 20.62 3,785.78 D Common Stock 03/08/2012 M 460 A $ 0 4,245.78 D Common Stock 03/08/2012 F 145 D $ 20.62 4,100.78 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 ( 1 ) 03/08/2012 M 919 ( 2 ) ( 3 ) Common Stock 919 $ 0 1,840 D Restricted Stock Units ( 1 ) 03/08/2012 M 460 ( 2 ) ( 3 ) Common Stock 460 $ 0 920 D Restricted Stock Units ( 1 ) 03/08/2012( 4 ) A 8,487 ( 5 ) ( 3 ) Common Stock 8,487 $ 0 8,487 D Performance Stock Units ( 6 ) 03/08/2012( 7 ) A 8,487 ( 8 ) ( 8 ) Common Stock 8,487 $ 0 8,487 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hicks Timothy C C/O HEIDRICK & STRUGGLES INT'L, INC. 233 S. WACKER DRIVE, SUITE 4200 CHICAGO, IL60606 Managing Partner, Operations Signatures Stephen W. Beard, Attorney-in-Fact 03/12/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of Heidrick & Struggles International, Inc. (the "Company") common stock. ( 2 )This award vests in three equal installments on March 8, 2012, March 8, 2013 and March 8, 2014. ( 3 )Since restricted stock units automatically convert to common stock upon vesting, there is no expiration date for this award. ( 4 )The award of restricted stock units was approved by the Human Resources and Compensation Committee on February 8, 2012, and granted on March 8, 2012, the next date of the six pre-established dates for granting equity awards. ( 5 )This award vests in three equal installments on March 8, 2013, March 8, 2014 and March 8, 2015. ( 6 )Each performance stock unit represents a contingent right to receive one share of Company common stock. ( 7 )The award of performance stock units was approved by the Human Resources and Compensation Committee on February 8, 2012, and granted on March 8, 2012, the next date of the six pre-established dates for granting equity awards. ( 8 )Represents the target number of performance stock units. The actual number of shares to be issued, which could range from 0 to 200 percent of the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period. The shares, if any, will be issued 36 months from the grant date (March 8, 2012).

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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