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UNITED STATES
Securities and Exchange Commission
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Heidrick & Struggles International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
422819102
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
1 Rule 13d-1(b)
0 Rule 13d-1(c)
0 Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1
..
Name of reporting persons:
I.R.S. Identification Nos. of above persons
(Entities Only)
Kornitzer Capital Management, Inc. ("KCM"), 48-
1069845
2
..
Check the appropriate box if a member of a group
(See Instructions)
(a)
(b)
3
..
SEC use only
4
..
Citizenship or place of organization: Kansas
Number
of
Shares
benefic
ially
owned
by each
reporti
ng
person
with:
5. Sole voting power: 0
6. Shared voting power: 1,753,200
7. Sole dispositive power: 0
8. Shared dispositive power: 1,753,200
9
..
Aggregate amount beneficially owned by each
reporting person:
1,753,200
1
0
..
Check if the aggregate amount in row (9) excludes certain shares (See
Instructions)
1
1
..
Percent of class represented by amount in row (9): 10.0014%
1
2
..
Type of reporting person (See Instructions): IA
Item 1.
(a) Name of issuer: Heidrick & Struggles International, Inc.
(b) Address of issuer's principal executive offices:
c/o Heidrick & Struggles International, Inc.
233 South Wacker Drive, Suite 4200
Chicago, IL 60606-6303
Item 2.
(a) Name of person filing: Kornitzer Capital Management, Inc. ("KCM")
(b) Address of principal business offices or, if none, residence:
5420 West 61st Place
Shawnee Mission, KS 66205
(c) Citizenship: Kansas
(d) Title of class of securities: Common stock, $0.01 par value
(e) CUSIP number: 422819102
Item 3. If this statement is filed pursuant to Secs. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) 0 Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) 0 Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) 0 Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) 0 Investment company registered under section 8 of the Investment
Company Act (15 U.S.C. 80a-8).
(e) 1 An investment adviser in accordance with section 204.13d-
1(b)(1)(ii)(E).
(f) 0 An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F).
(g) 0 A parent holding company or control person in accordance with
section 240.13d-1(b)(ii)(G).
(h) 0 A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) 0 A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3).
(j) 0 Group, in accordance with section 240.13d-1(b)(ii)(J).
Item 4. Ownership.
The following information regarding the aggregate number and percent of the
class of securities identified in Item 1 is provided as follows:
(a) Amount beneficially owned: 1,753,200
(b) Percent of class: 10.0014%.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 1,753,200
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 1,753,200
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following 0.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
KCM is an investment adviser with respect to the shares of common stock for
the accounts of other persons who have the right to receive, and the power to
direct the receipt of, dividends from, or the proceeds from the sale of, the
common stock of Heidrick & Struggles International, Inc.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or
Control Person.
A parent holding company or control person is not filing this Schedule,
pursuant to Rule 13d-1(b)(ii)(G) promulgated under the Securities Exchange
Act of 1934 (the "Act").
Item 8. Identification and Classification of Members of the Group.
A group is not filing this Schedule pursuant to Rule 13d-1(b)(ii)(J).
Item 9. Notice of Dissolution of Group.
A notice of dissolution is not applicable to the filing of this Schedule.
Item 10. Certification.
(a) The following certification shall be included if the statement is filed
pursuant to Sec. 240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: February 1, 2007
KORNITZER CAPITAL MANAGEMENT, INC.
/s/ John C. Kornitzer
By: John C. Kornitzer, President
CUSIP NO. 422819102
WA 742553.1
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