FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Bondi Stephen A

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/5/2016 

3. Issuer Name and Ticker or Trading Symbol

HEIDRICK & STRUGGLES INTERNATIONAL INC [HSII]

(Last)        (First)        (Middle)

233 S. WACKER DRIVE, SUITE 4900

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP and Controller /

(Street)

CHICAGO, IL 60606       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   6101.933   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
2014 Restricted Stock Units   (1)   (2)   (2) Common Stock   1188     (3) D    
2015 Restricted Stock Units   (4)   (2)   (2) Common Stock   1552     (3) D    
2016 Restricted Stock Units   (5)   (2)   (2) Common Stock   2191     (3) D    

Explanation of Responses:
( 1)  Issued March 7, 2014 each Restricted Stock Unit ("RSU")represents the right to receive one share of Common Stock upon vesting.
( 2)  RSU's will vest in equal annual installments on the 1st, 2nd and 3rd anniversaries on the date of grant.
( 3)  The 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.
( 4)  Issued March 9, 2015 each Restricted Stock Unit ("RSU")represents the right to receive one share of Common Stock upon vesting.
( 5)  Issued March 9, 2016 each Restricted Stock Unit ("RSU")represents the right to receive one share of Common Stock upon vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bondi Stephen A
233 S. WACKER DRIVE
SUITE 4900
CHICAGO, IL 60606


VP and Controller

Signatures
/s/ Stephen W. Beard, Attorney-In-Fact 10/19/2016
** 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 5(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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