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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
2015 Restricted Stock Units | (2) | 03/09/2018 | 03/09/2018 | M | 714 | (4) | (4) | Common Stock | (5) | (2) | 4,445 | D | |||
2016 Restricted Stock Units | (2) | 03/09/2018 | 03/09/2018 | M | 885 | (4) | (4) | Common Stock | (5) | (2) | 3,560 | D | |||
2017 Restricted Stock Units | (2) | 03/09/2018 | 03/09/2018 | M | 891 | (4) | (4) | Common Stock | (5) | (2) | 2,669 | D | |||
2018 Retricted Stock Units | (2) | 03/09/2018 | 03/09/2018 | A | 2,989 | (4) | (4) | Common Stock | (5) | (2) | 5,658 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Coar Kamau C/O HEIDRICK & /STRUGGLES INT'L INC. 233 S. WACKER DR. SUITE 4900 CHICAGO, IL 60606 |
General Counsel and Secretary |
/s/ Kamau A. Coar, Attorney-In-fact | 03/13/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Reflects shares vesting from 2015-2017 RSU vesting reported on table II |
(2) | The number of RSU's 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 March 9, 2018. |
(3) | This includes a dividend reinvestment of 17.9 shares on February 16, 2018. |
(4) | RSUs are service-based and will vest in three equal installments on the first, second and third anniversaries of the date of grant. |
(5) | 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. |