FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MESDAG WILLEM
2. Issuer Name and Ticker or Trading Symbol

HEIDRICK & STRUGGLES INTERNATIONAL INC [ HSII ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O HEIDRICK & STURGGLES INT'L.,INC., 233 S. WACKER DRIVE SUITE 4900
3. Date of Earliest Transaction (MM/DD/YYYY)

8/22/2016
(Street)

CHICAGO, IL 60606
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/22/2016   8/22/2016   A    1701   A $19.12   (1) 1701   D    
Common Strock   8/23/2016   8/23/2016   A    2248   A $18.96   (2) 3949   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (3)   (4) 5/26/2016   5/26/2016   A      6154         (5)   (5) Common Stock     (3)   (4) 6154   D    

Explanation of Responses:
( 1)  The price reported in Column 4 is a weighted average price. T. Willem Mesdag purchased 1,701 shares in multiple transactions at prices ranging from $18.96 to $19.25, inclusive. The reporting person undertakes to provide to Heidrick & Struggles International, Inc., any security holder of Heidrick & Struggles International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (1) to this Form 4.
( 2)  The price reported in Column 4 is a weighted average price. T. Willem Mesdag purchased 2,248 shares in multiple transactions at prices ranging from $18.88 to $19.00, inclusive. The reporting person undertakes to provide to Heidrick & Struggles International, Inc., any security holder of Heidrick & Struggles International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnote (2) to this Form 4.
( 3)  Granted under the Company's Global Share Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.
( 4)  The number of RSU's awarded to the Reporting Person was determined by dividing the total dollar value of director compensation granted to the Reporting Person by $18.28, the closing price of HSII common stock on May 26, 2016.
( 5)  The RSU's are fully vested and payable upon the Reporting Person's termination of service to the Company's Board of Directors.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MESDAG WILLEM
C/O HEIDRICK & STURGGLES INT'L.,INC.
233 S. WACKER DRIVE SUITE 4900
CHICAGO, IL 60606
X



Signatures
/s/ Stephen W. Beard, Attorney-In-Fact 8/24/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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