SEC Form 4/A · accession 0001209191-16-116656

HEIDRICK & STRUGGLES INTERNATIONAL INC · HSII

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Karen K Pepping

Officer — SVP, CAO and Controller

Period of report

Mar 9, 2016

Accepted (ET)

May 2, 2016 · 1:11 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 Stock^F1,F2	Mar 9, 2016	A	2,079	—	A	5,950	D
Common Stock^F1	Mar 9, 2016	F	647	$23.73	D	5,303	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
2015 Restricted Stock Units^F2,F3,F4	—	Mar 9, 2016	D	2,079	D	—	—	Common Stock	—	6,450	D
2016 Restricted Stock Units^F2,F3,F4	—	Mar 9, 2016	A	5,984	A	—	—	Common Stock	—	12,434	D

Explanation of responses

F1Reflects shares acquired from 2015 RSU vesting reported on Table II.
F2The number of RSUs 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.
F3RSUs are service-based and will vest in three equal installments on the first, second and third anniversaries of the date of grant.
F4Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.

Remarks

This amendment is being filed to correct the "Number of Derivative Securities Beneficially Owned Following Reported Transactions" for each of the 2015 Restricted Stock Units and 2016 Restricted Stock Units in Table II.