Krishnan Rajagopalan - 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 $
$1,215,001
Form type
4
Date filed
3/10/2022, 04:31 PM
Previous filing
Mar 3, 2022
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 $292K +7.82K +6.58% $37.38 127K Mar 8, 2022 Direct F1, F2
transaction HSII Common Stock Tax liability -$141K -3.78K -2.98% $37.38 123K Mar 8, 2022 Direct F3
transaction HSII Common Stock Award $1.22M +32.6K +26.53% $37.38 155K Mar 8, 2022 Direct F4, F5
transaction HSII Common Stock Tax liability -$589K -15.7K -10.13% $37.38 140K Mar 8, 2022 Direct F6
transaction HSII Common Stock Options Exercise $520K +13.6K +9.73% $38.24 153K Mar 9, 2022 Direct F2, F7
transaction HSII Common Stock Tax liability -$251K -6.57K -4.28% $38.24 147K Mar 9, 2022 Direct F8
transaction HSII Common Stock Options Exercise $319K +8.34K +5.68% $38.24 155K Mar 9, 2022 Direct F2, F9
transaction HSII Common Stock Tax liability -$154K -4.03K -2.6% $38.24 151K 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 -7.82K -100% $0.00* 0 Mar 8, 2022 Common Stock 7.82K Direct F2, F11
transaction HSII 2020 Restricted Stock Units Options Exercise $0 -13.6K -50% $0.00 13.6K Mar 9, 2022 Common Stock 13.6K Direct F2, F12
transaction HSII 2021 Restricted Stock Units Options Exercise $0 -8.34K -33.33% $0.00 16.7K Mar 9, 2022 Common Stock 8.34K Direct F2, F13
transaction HSII 2022 Restricted Stock Units Award $0 +44.1K $0.00 44.1K Mar 9, 2022 Common Stock 44.1K 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 3,777 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 32,602 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 15,747 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 6,571 shares of common stock retained by 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 4,031 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 23,455 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 40,813 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 25,034 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.