SEC Form 4 · accession 0001209191-15-025389
HEIDRICK & STRUGGLES INTERNATIONAL INC · HSII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Stephen W. Beard
Officer — EVP, CAO, GC & Secretary
Period of report
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 7:30 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,F2 | Mar 9, 2015 | A | 15,547 | — | A | 43,132 | D | |
| Common StockF3 | Mar 9, 2015 | F | 4,838 | $23.64 | D | 38,294 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| RSU issued in 2012F4,F2,F5 | — | Mar 9, 2015 | M | 2,425 | D | — | — | Common Stock | — | 17,306 | D |
| RSU issued in 2013F4,F2,F5 | — | Mar 9, 2015 | M | 4,200 | D | — | — | Common Stock | — | 13,108 | D |
| RSU issued in 2014F4,F2,F5 | — | Mar 9, 2015 | M | 2,968 | D | — | — | Common Stock | — | 10,140 | D |
| RSU issued in 2015F4,F2,F5 | — | Mar 9, 2015 | A | 7,931 | A | — | — | Common Stock | — | 18,071 | D |
| PSU issued in 2012F4,F2,F5 | — | Mar 9, 2015 | M | 5,954 | D | — | — | Common Stock | — | 21,505 | D |
| PSU issued in 2015F4,F2,F5 | — | Mar 9, 2015 | A | 7,931 | A | — | — | Common Stock | — | 29,436 | D |
Explanation of responses
- F1Represents the vesting of PSUs granted on March 8, 2012 in the amount 9,093 which were subject to the achievement of certain performance measures and issued based on a graduated scale ranging from 0 to 200 percent of the initial target amount.
- F2The number of RSUs or PSUs 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 grant date in March of the respective year.
- F3Reflects shares acquired from 2012-2014 RSU and PSU vesting reported on Table II.
- F4Granted under the Company's Global Share Plan. Each Restricted Stock Unit (RSU) and Performance Stock Unit (PSU) represents a right to receive one share of the Issuer's Common Stock upon vesting.
- F5The RSUs are service-based and will vest in three equal installments (specifically on the first, second and third anniversaries of the date of grant). Reflects the annual partial vesting of RSUs issued on March 8 of the respective year.