SEC Form 4 · accession 0001209191-19-019113
HEIDRICK & STRUGGLES INTERNATIONAL INC · HSII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Krishnan Rajagopalan
Officer — President and CEO
Period of report
Mar 9, 2019
Accepted (ET)
Mar 13, 2019 · 3:26 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, 2019 | A | 52,144 | $41.80 | A | 90,675 | D | |
| Common StockF1 | Mar 9, 2019 | F | 25,188 | $41.80 | D | 65,487 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 Restricted Stock UnitsF2,F3,F4 | — | Mar 9, 2019 | M | 9,131 | D | — | — | Common Stock | — | 48,849 | D |
| 2017 Restricted Stock UnitsF2,F3,F4 | — | Mar 9, 2019 | M | 2,229 | D | — | — | Common Stock | — | 46,620 | D |
| 2018 Restricted Stock UnitsF2,F3,F4 | — | Mar 9, 2019 | M | 6,978 | D | — | — | Common Stock | — | 39,642 | D |
| 2016 Performance Stock UnitsF5,F2,F3,F4 | — | Mar 9, 2019 | A | 6,415 | A | — | — | Common Stock | — | 133,181 | D |
| 2016 Performance Stock UnitsF2,F3,F4 | — | Mar 9, 2019 | M | 33,806 | D | — | — | Common Stock | — | 99,375 | D |
Explanation of responses
- F1Reflects shares acquired from 2015-2016 RSU 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 9, 2019.
- 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 2016 PSU grant because the Issuer exceeded the operating income performance measure for the period 2016-2018 which increased the number of shares vesting on the PSU grant.