Tracey Heaton - Dec 21, 2022 Form 4 Insider Report for HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)

Role: Chief Legal Officer & Corp Sec
Signature: /s/ Jose J. Castillo
Stock symbol: HSII
Transactions as of: Dec 21, 2022
Transactions value $: $16,583
Form type: 4
Date filed: 12/22/2022, 04:18 PM
Previous filing: Mar 10, 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	$27.6K	+964		$28.64	964	Dec 21, 2022	Direct	F1, F2
transaction	HSII	Common Stock	Tax liability	-$11K	-385	-39.94%	$28.64	579	Dec 21, 2022	Direct	F3

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	2021 Restricted Stock Units	Options Exercise	$0	-964	-33.31%	$0.00	1.93K	Dec 21, 2022	Common Stock	964		Direct	F2, F4

* 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 first of three installments of Restricted Stock Units ("RSUs") granted on December 21, 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.
F2	RSUs convert into common stock on a one-for-one basis at the time of vesting.
F3	Reflects an aggregate of 385 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2021 RSUs that vested on December 21, 2022.
F4	On December 21, 2021, the reporting person was granted 2,894 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.