Sarah Payne - Mar 8, 2022 Form 4 Insider Report for HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)

Signature
/s/ Kelly A Crosier, Attorney-In-Fact
Stock symbol
HSII
Transactions as of
Mar 8, 2022
Transactions value $
$209,239
Form type
4
Date filed
3/10/2022, 04:30 PM
Previous filing
Aug 24, 2021
Next filing
Mar 13, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HSII Common Stock Options Exercise $31.5K +843 +73.16% $37.38 2K Mar 8, 2022 Direct F1, F2
transaction HSII Common Stock Tax liability -$9.91K -265 -13.28% $37.38 1.73K Mar 8, 2022 Direct F3
transaction HSII Common Stock Award $131K +3.52K +203.15% $37.38 5.25K Mar 8, 2022 Direct F4, F5
transaction HSII Common Stock Tax liability -$41.2K -1.1K -21.01% $37.38 4.14K Mar 8, 2022 Direct F6
transaction HSII Common Stock Options Exercise $81.6K +2.13K +51.51% $38.24 6.28K Mar 9, 2022 Direct F2, F7
transaction HSII Common Stock Tax liability -$25.6K -669 -10.66% $38.24 5.61K Mar 9, 2022 Direct F8
transaction HSII Common Stock Options Exercise $60.3K +1.58K +28.14% $38.24 7.19K Mar 9, 2022 Direct F2, F9
transaction HSII Common Stock Tax liability -$18.9K -495 -6.89% $38.24 6.69K Mar 9, 2022 Direct F10

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HSII 2019 Restricted Stock Units Options Exercise $0 -843 -100% $0.00* 0 Mar 8, 2022 Common Stock 843 Direct F2, F11
transaction HSII 2020 Restricted Stock Units Options Exercise $0 -2.13K -50% $0.00 2.13K Mar 9, 2022 Common Stock 2.13K Direct F2, F12
transaction HSII 2021 Restricted Stock Units Options Exercise $0 -1.58K -33.32% $0.00 3.16K Mar 9, 2022 Common Stock 1.58K Direct F2, F13
transaction HSII 2022 Restricted Stock Units Award $0 +4.58K $0.00 4.58K Mar 9, 2022 Common Stock 4.58K Direct F14, F15
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects the vesting of the third 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.
F2 RSUs convert into common stock on a one-for-one basis at the time of vesting.
F3 Reflects an aggregate of 265 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2019 RSUs that vested on March 8, 2022.
F4 Reflects the vesting of 3,515 non-derivative Performance Stock Units ("PSUs") granted on March 8, 2019 ("2019 PSUs") for the three-year performance period ended December 31, 2021 and which are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). PSUs are target-based equity grants that generally vest three years from the grant date if certain performance goals are achieved. The actual amounts to vest at the end of the performance period can range from 0% to 200% of target based on performance.
F5 PSUs convert into common stock on a one-for-one basis at the time of vesting.
F6 Reflects an aggregate of 1,102 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2019 PSUs that vested on March 8, 2022.
F7 Reflects the vesting of the second 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.
F8 Reflects an aggregate of 669 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2020 RSUs that vested on March 9, 2022.
F9 Reflects the vesting of the first of three installments of RSUs granted on March 9, 2021 ("2021 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
F10 Reflects an aggregate of 495 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2021 RSUs that vested on March 9, 2022.
F11 On March 8, 2019, the reporting person was granted 2,529 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
F12 On March 9, 2020, the reporting person was granted 6,402 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
F13 On March 9, 2021, the reporting person was granted 4,736 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
F14 Each RSU represents a contingent right to receive one share of Issuer common stock.
F15 RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.