SEC Form 4 · accession 0001209191-15-025355
HEIDRICK & STRUGGLES INTERNATIONAL INC · HSII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tracy R Wolstencroft
Officer — President and CEO
Period of report
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 6:56 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001066605
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 9, 2015 | A | 14,419 | — | A | 14,419 | D | |
| Common Stock | Mar 9, 2015 | F | 6,234 | $23.64 | D | 8,185 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2014 Restricted Stock UnitsF2,F1,F3 | — | Mar 9, 2015 | M | 14,419 | D | — | — | Common Stock | — | 28,838 | D |
| 2015 Restricted Stock UnitsF2,F1,F3 | — | Mar 9, 2015 | A | 35,956 | A | — | — | Common Stock | — | 64,794 | D |
| 2015 Performance Restricted Stock UnitsF2,F1,F4 | — | Mar 9, 2015 | A | 35,956 | A | — | — | Common Stock | — | 79,213 | D |
Explanation of responses
- F1The number of RSU's or PSU's awarded to the Reporting Person was determined by dividing the total dollar value of compensation granted to the Reporting Person by the closing price of HSII common stock on the date of grant in March of the resepective year.
- F2Granted under the Company's Global Share Plan. Each RSU or PSU represents a right to receive one share of the Issuer's Common Stock upon vesting.
- F3The RSUs are service-based and will vest in three equal installments (specifically on the first, second and third anniversaries of the date of grant), generally subject to the Reporting Person's continued employment with the Company.
- F4The PSUs are performance based and will vest in full upon the 3rd anniversary of the date of grant subject to the achievement of certain performance measures and based on a graduated scale.