Mark R. Harris - Mar 9, 2023 Form 4 Insider Report for HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)

Role
Chief Financial Officer
Signature
/s/ Jose J. Castillo, Attorney-In-Fact
Stock symbol
HSII
Transactions as of
Mar 9, 2023
Transactions value $
$566,346
Form type
4
Date filed
3/13/2023, 04:44 PM
Previous filing
Aug 3, 2022
Next filing
Jun 26, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HSII Common Stock Options Exercise $176K +5.34K +22.34% $33.00 29.2K Mar 9, 2023 Direct F1, F2
transaction HSII Common Stock Tax liability -$81.6K -2.47K -8.46% $33.00 26.7K Mar 9, 2023 Direct F3
transaction HSII Common Stock Award $645K +19.6K +73.13% $33.00 46.3K Mar 9, 2023 Direct F4, F5
transaction HSII Common Stock Tax liability -$299K -9.06K -19.58% $33.00 37.2K Mar 9, 2023 Direct F6
transaction HSII Common Stock Options Exercise $119K +3.61K +9.69% $33.00 40.8K Mar 9, 2023 Direct F2, F7
transaction HSII Common Stock Tax liability -$55.2K -1.67K -4.09% $33.00 39.2K Mar 9, 2023 Direct F8
transaction HSII Common Stock Options Exercise $115K +3.49K +8.9% $33.00 42.7K Mar 9, 2023 Direct F2, F9
transaction HSII Common Stock Tax liability -$53.3K -1.62K -3.79% $33.00 41K Mar 9, 2023 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 2020 Restricted Stock Units Options Exercise $0 -5.34K -100% $0.00* 0 Mar 9, 2023 Common Stock 5.34K Direct F2, F11
transaction HSII 2021 Restricted Stock Units Options Exercise $0 -3.61K -49.99% $0.00 3.61K Mar 9, 2023 Common Stock 3.61K Direct F2, F12
transaction HSII 2022 Restricted Stock Units Options Exercise $0 -3.49K -33.33% $0.00 6.97K Mar 9, 2023 Common Stock 3.49K Direct F2, F13
* 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 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.
F2 RSUs convert into common stock on a one-for-one basis at the time of vesting
F3 Reflects an aggregate of 2,473 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2020 RSUs that vested on March 9, 2023.
F4 Reflects the vesting of 19,558 non-derivative Performance Stock Units ("PSUs") granted on March 9, 2020 ("2020 PSUs") for the three-year performance period ended December 31, 2022 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 9,064 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2020 PSUs that vested on March 9, 2023.
F7 Reflects the vesting of the second 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.
F8 Reflects an aggregate of 1,672 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2021 RSUs that vested on March 9, 2023.
F9 Reflects the vesting of the first of three installments of RSUs granted on March 9, 2022 ("2022 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 1,616 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2022 RSUs that vested on March 9, 2023.
F11 On March 9, 2020, the reporting person was granted 16,005 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, 2021, the reporting person was granted 10,825 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, 2022, the reporting person was granted 10,460 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.