Sarah Payne - 09 Mar 2023 Form 4 Insider Report for HEIDRICK & STRUGGLES INTERNATIONAL INC (HSII)

Role
Chief Human Resources Officer
Signature
/s/ Jose J. Castillo
Issuer symbol
HSII
Transactions as of
09 Mar 2023
Net transactions value
+$295,911
Form type
4
Filing time
13 Mar 2023, 16:45:35 UTC
Previous filing
10 Mar 2022
Next filing
26 Jun 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HSII Common Stock Options Exercise $70,422 +2,134 +32% $33.00 8,825 09 Mar 2023 Direct F1, F2
transaction HSII Common Stock Tax liability $22,077 -669 -7.6% $33.00 8,156 09 Mar 2023 Direct F3
transaction HSII Common Stock Award $258,159 +7,823 +96% $33.00 15,979 09 Mar 2023 Direct F4, F5
transaction HSII Common Stock Tax liability $80,916 -2,452 -15% $33.00 13,527 09 Mar 2023 Direct F6
transaction HSII Common Stock Options Exercise $52,107 +1,579 +12% $33.00 15,106 09 Mar 2023 Direct F2, F7
transaction HSII Common Stock Tax liability $16,335 -495 -3.3% $33.00 14,611 09 Mar 2023 Direct F8
transaction HSII Common Stock Options Exercise $50,325 +1,525 +10% $33.00 16,136 09 Mar 2023 Direct F2, F9
transaction HSII Common Stock Tax liability $15,774 -478 -3% $33.00 15,658 09 Mar 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 -2,134 -100% $0.000000* 0 09 Mar 2023 Common Stock 2,134 Direct F2, F11
transaction HSII 2021 Restricted Stock Units Options Exercise $0 -1,579 -50% $0.000000 1,579 09 Mar 2023 Common Stock 1,579 Direct F2, F12
transaction HSII 2022 Restricted Stock Units Options Exercise $0 -1,525 -33% $0.000000 3,051 09 Mar 2023 Common Stock 1,525 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 669 shares of common stock retained by the 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 7,823 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 2,452 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 495 shares of common stock retained by the 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 478 shares of common stock retained by the 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 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.
F12 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.
F13 On March 9, 2022, the reporting person was granted 4,576 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.