Sec Form 4 Filing - Cullen Michael M @ HEIDRICK & STRUGGLES INTERNATIONAL INC - 2020-03-08

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

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 Cullen Michael M 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 Operating 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) 03/08/2020 (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 ) 03/09/2020 M 4,116 A 9,711.444 D Common Stock ( 3 ) 03/09/2020 F 1,209 D $ 23.43 8,502.444 D Common Stock ( 4 ) 03/09/2020 M 2,737 A 11,239.444 D Common Stock ( 5 ) 03/09/2020 F 804 D $ 23.43 10,435.444 D Common Stock ( 6 ) 03/09/2020 M 1,642 A 12,077.444 D Common Stock ( 7 ) 03/09/2020 F 482 D $ 23.43 11,595.444 D Common Stock ( 8 ) 03/08/2020 M 3,321 A 14,916.444 D Common Stock ( 9 ) 03/08/2020 F 975 D $ 23.43 13,941.444 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 2017 Restricted Stock Units ( 2 ) 03/09/2020 M 4,116 ( 10 ) ( 10 ) Common Stock 4,116 $ 0 0 D 2018 Restricted Stock Units ( 2 ) 03/09/2020 M 2,737 ( 11 ) ( 11 ) Common Stock 2,737 $ 0 2,737 D 2018 Restricted Stock Units ( 2 ) 03/09/2020 M 1,642 ( 12 ) ( 12 ) Common Stock 1,642 $ 0 1,642 D 2019 Restricted Stock Units ( 2 ) 03/08/2020 M 3,321 ( 13 ) ( 13 ) Common Stock 3,321 $ 0 6,643 D 2020 Restricted Stock Units ( 14 ) 03/09/2020 A 19,206 ( 15 ) ( 15 ) Common Stock 19,206 $ 0 19,206 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cullen Michael M C/O HEIDRICK & STRUGGLES INT'L INC. 233 S. WACKER DRIVE, SUITE 4900 CHICAGO, IL60606 Chief Operating Officer Signatures /s/ Kamau A. Coar, Attorney-in-Fact 03/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the vesting of the third of three installments of Restricted Stock Units ("RSUs") granted on March 9, 2017 ("2017 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 1,209 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2017 RSUs that vested on March 9, 2020. ( 4 )Reflects the vesting of the second of three installments of RSUs granted on March 9, 2018 ("2018 Employment RSUs"), which were awarded as per the terms of Michael Cullen's employment agreement. 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 804 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2018 Employment RSUs that vested on March 9, 2020. ( 6 )Reflects the vesting of the second of three installments of RSUs granted on March 9, 2018 ("2018 Discretionary RSUs"), which were awarded as a special discretionary award in connection with similar awards made to select employees. 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 482 shares of common stock retained b y the Issuer to satisfy tax withholding obligations with respect to 2018 Discretionary RSUs that vested on March 9, 2020. ( 8 )Reflects the vesting of the first of three installments of 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. ( 9 )Reflects an aggregate of 975 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2019 RSUs that vested on March 8, 2020. ( 10 )On March 9, 2017, the reporting person was granted 12,346 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. ( 11 )On March 9, 2018, the reporting person was granted 8,210 2018 Employment RSUs. ( 12 )On March 9, 2018, the reporting person was granted 4,926 2018 Discretionary RSUs. ( 13 )On March 8, 2019, the reporting person was granted 9,964 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant. ( 14 )Each RSU represents a contingent right to receive one share of Issuer common stock. ( 15 )RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

Remarks: In prior Section 16 filings, the reporting person aggregated different classes of derivative securities and reported under Column 9 of Table II the total aggregate amount of different classes of the same type of derivative securities (e.g., all RSUs) beneficially owned following the reported transaction. Going forward, the reporting person will no longer aggregate different classes of derivative securities but will include under Column 9 of Table II the total number of derivative securities beneficially owned following the reported transaction only with regard to the specific class of derivative securities included in that particular line item.In prior Section 16 filings, the reporting person included grants of certain non-derivative PSUs in Table II. Because the value of these securities is not directly derived from the price of the Issuer's common stock, these securities are not considered derivative securities and need not be reported in Table II. Going forward, the reporting person will no longer record grants of non-derivative PSUs in Table II but will only record in Table I the vesting and settlement of such non-derivative PSUs into shares of the Issuer's common stock.

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.