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

Role
President and CEO
Signature
/s/ Jose J. Castillo, Attorney-In-Fact
Issuer symbol
HSII
Transactions as of
09 Mar 2023
Net transactions value
+$1,476,255
Form type
4
Filing time
13 Mar 2023, 16:46:02 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 $448,965 +13,605 +11% $33.00 132,454 09 Mar 2023 Direct F2, F3
transaction HSII Common Stock Tax liability $216,876 -6,572 -5% $33.00 125,882 09 Mar 2023 Direct F4
transaction HSII Common Stock Award $1,645,809 +49,873 +40% $33.00 175,755 09 Mar 2023 Direct F5, F6
transaction HSII Common Stock Tax liability $794,937 -24,089 -14% $33.00 151,666 09 Mar 2023 Direct F7
transaction HSII Common Stock Options Exercise $275,385 +8,345 +5.5% $33.00 160,011 09 Mar 2023 Direct F3, F8
transaction HSII Common Stock Tax liability $133,023 -4,031 -2.5% $33.00 155,980 09 Mar 2023 Direct F9
transaction HSII Common Stock Options Exercise $485,397 +14,709 +9.4% $33.00 170,689 09 Mar 2023 Direct F3, F10
transaction HSII Common Stock Tax liability $234,465 -7,105 -4.2% $33.00 163,584 09 Mar 2023 Direct F11
holding HSII Common Stock 32,243 09 Mar 2023 By Living Trust F1

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 -13,605 -100% $0.000000* 0 09 Mar 2023 Common Stock 13,605 Direct F3, F12
transaction HSII 2021 Restricted Stock Units Options Exercise $0 -8,345 -50% $0.000000 8,345 09 Mar 2023 Common Stock 8,345 Direct F3, F13
transaction HSII 2022 Restricted Stock Units Options Exercise $0 -14,709 -33% $0.000000 29,420 09 Mar 2023 Common Stock 14,709 Direct F3, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of common stock that were previously reported as directly beneficially owned by the reporting person, but were contributed to a living trust on November 1, 2022.
F2 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.
F3 RSUs convert into common stock on a one-for-one basis at the time of vesting.
F4 Reflects an aggregate of 6,572 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.
F5 Reflects the vesting of 49,873 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.
F6 PSUs convert into common stock on a one-for-one basis at the time of vesting.
F7 Reflects an aggregate of 24,089 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2020 PSUs that vested on March 9, 2023.
F8 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.
F9 Reflects an aggregate of 4,031 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2021 RSUs that vested on March 9, 2023.
F10 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.
F11 Reflects an aggregate of 7,105 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2022 RSUs that vested on March 9, 2023.
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 On March 9, 2022, the reporting person was granted 44,129 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.