SEC Form 4 · accession 0001209191-17-019642

HEIDRICK & STRUGGLES INTERNATIONAL INC · HSII

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

Reporting owner

Officer — EVP, CAO, GC & Secretary

Period of report

Mar 7, 2017

Accepted (ET)

Mar 9, 2017 · 4:47 pm EST

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
Common Stock^F1,F2	Mar 7, 2017	A	2,969	—	A	55,909	D
Common Stock^F1	Mar 7, 2017	F	924	$24.45	D	54,985	D
Common Stock^F1,F2	Mar 7, 2017	A	10,197	—	A	65,182	D
Common Stock^F1	Mar 7, 2017	F	3,172	$24.45	D	62,010	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
2014 Restricted Stock Units^F2,F3,F4	—	Mar 7, 2017	M	2,969	D	—	—	Common Stock	—	17,140	D
2014 Performance Stock Units^F5,F2,F3,F4	—	Mar 7, 2017	A	1,291	A	—	—	Common Stock	—	29,980	D
2014 Performance Stock Units^F6,F2,F3,F4	—	Mar 7, 2017	M	10,197	D	—	—	Common Stock	—	19,783	D

F1Reflects shares acquired from the 2014 RSU and PSU vesting reported on Table II.
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 of March 7, 2014.
F3RSUs are service-based and will vest in three equal installments on the first, second and third anniversaries of the date of grant. PSUs are target-based equity grants that generally vest three years from the grant date if certain performance goals are achieved.
F4Granted 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.
F5Represents an increase in the target number of PSUs granted to the Reporting Person under the 2014 PSU grant because the Issuer exceeded the operating income performance measure for the period 2014-2016 which increased the number of shares vesting on the PSU grant.
F6Represents the vesting of PSUs granted on March 7, 2014 in the amount of 8,906 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.