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 *

Harris Mark R		 2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

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

3/8/2022
(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 (1)3/8/2022  M  3066 A$37.38 (2)16644.019 D  
Common Stock (3)3/8/2022  F  1421 D$37.38 15223.019 D  
Common Stock (4)3/8/2022  A  12785 A$37.38 (5)28008.019 D  
Common Stock (6)3/8/2022  F  5925 D$37.38 22083.019 D  
Common Stock (7)3/9/2022  M  5335 A$38.24 (2)27418.019 D  
Common Stock (8)3/9/2022  F  2473 D$38.24 24945.019 D  
Common Stock (9)3/9/2022  M  3608 A$38.24 (2)28553.019 D  
Common Stock (10)3/9/2022  F  1672 D$38.24 26881.019 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2019 Restricted Stock Units  (2)3/8/2022  M     3066   (11) (11)Common Stock 3066.0 $0 0 D  
2020 Restricted Stock Units  (2)3/9/2022  M     5335   (12) (12)Common Stock 5335.0 $0 5335 D  
2021 Restricted Stock Units  (2)3/9/2022  M     3608   (13) (13)Common Stock 3608.0 $0 7217 D  
2022 Restricted Stock Units  (14)3/9/2022  A   10460     (15) (15)Common Stock 10460.0 $0 10460 D  
Explanation of Responses:
(1) Reflects the vesting of the third of three installments of Restricted Stock Units ("RSUs") granted on March 8, 2019 ("2019 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
(2) RSUs convert into common stock on a one-for-one basis at the time of vesting
(3) Reflects an aggregate of 1,421 shares of common stock retained by Heidrick & Struggles International, Inc. (the "Issuer") to satisfy tax withholding obligations with respect to 2019 RSUs that vested on March 8, 2022.
(4) Reflects the vesting of 12,785 non-derivative Performance Stock Units ("PSUs") granted on March 8, 2019 ("2019 PSUs") for the three-year performance period ended December 31, 2021 and which are exempt from liability under Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-3(d). PSUs are target-based equity grants that generally vest three years from the grant date if certain performance goals are achieved. The actual amounts to vest at the end of the performance period can range from 0% to 200% of target based on performance.
(5) PSUs convert into common stock on a one-for-one basis at the time of vesting.
(6) Reflects an aggregate of 5,925 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2019 PSUs that vested on March 8, 2022.
(7) Reflects the vesting of the second of three installments of RSUs granted on March 9, 2020 ("2020 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
(8) Reflects an aggregate of 2,473 shares of common stock retained by the Issuer to satisfy tax withholding obligations with respect to 2020 RSUs that vested on March 9, 2022.
(9) Reflects the vesting of the first of three installments of RSUs granted on March 9, 2021 ("2021 RSUs"). RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
(10) Reflects an aggregate of 1,672 shares of common stock retained by Issuer to satisfy tax withholding obligations with respect to 2021 RSUs that vested on March 9, 2022.
(11) On March 8, 2019, the reporting person was granted 9,198 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
(12) On March 9, 2020, the reporting person was granted 16,005 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
(13) On March 9, 2021, the reporting person was granted 10,825 RSUs, which are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.
(14) Each RSU represents a contingent right to receive one share of Issuer common stock.
(15) RSUs are service-based and vest in three equal installments on the first, second and third anniversaries of the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Harris Mark R
C/O HEIDRICK & STRUGGLES INT'L INC.
233 S. WACKER DRIVE, SUITE 4900
CHICAGO, IL 60606

Chief Financial Officer
Signatures
/s/ Kelly A Crosier, Attorney-In-Fact3/10/2022
**Signature of Reporting PersonDate
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).
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