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 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Cullen Michael M   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 Operating Officer (Last) (First) (Middle) C/O HEIDRICK & /STRUGGLES INT'L INC., 233 S. WACKER DRIVE, SUITE 4900 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2019 (Street) CHICAGO, IL 60606 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2019 Performance Stock Units

(1)

03/08/2019

03/08/2019

A

9,964

(2)

(2)

Common Stock

(3)

(1)

18,174 (4)

D

2019 Restricted Stock Units

(1)

03/08/2019

03/08/2019

A

9,964

(5)

(5)

Common Stock

(3)

(1)

31,331 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cullen Michael M C/O HEIDRICK & /STRUGGLES INT'L INC. 233 S. WACKER DRIVE, SUITE 4900 CHICAGO, IL 60606			Chief Operating Officer

Signatures

/s/ Kamau A. Coar, Attorney-In-Fact		03/11/2019
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The number of PSUs or RSUs awarded to the Reporting Person was determined by dividing the total dollar value of compensation granted to the Reporting Person by $40.77 the closing price of HSII common stock on the grant date of March 8, 2019.
(2)	PSUs are target-based equity grants that generally vest three years from the grant date if certain performance goals are achieved.
(3)	Granted under the Company's Global Share Plan. Each PSU or RSU represents a right to receive one share of the Issuer's Common Stock upon vesting.
(4)	Includes 8,210 PSUs granted in 2018.
(5)	RSU's will vest in equal annual installments on the 1st, 2nd and 3rd anniversaries on the date of grant.
(6)	Includes 21,367 RSUs granted in 2017 and 2018.

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