X0306 4 2016-02-03 0 0001066605 HEIDRICK & STRUGGLES INTERNATIONAL INC HSII 0001600290 Wolstencroft Tracy R 233 S. WACKER DRIVE SUITE 4900 CHICAGO IL 60606 0 1 0 0 President and CEO Common Stock 2016-02-03 4 A 0 125000 A 133185 D Common Stock 2016-02-03 4 F 0 56549 24.25 D 76636 D Performance Restricted Stock Units 2016-02-03 4 M 0 125000 D Common Stock 0 D The number of PRSUs 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 of February 3, 2016. The PRSUs will vest upon the later of the 2nd anniversary of the date of grant, or specified stock price increases (specifically, 31,250 PRSUs may vest upon the achievement of each price increase at 115%, 130%, 145% and 160%), generally subject to the Reporting Person's continued employment with the Company. Granted under the Company's Global Share Plan. Each Performance Stock Unit represents a right to receive one share of the Issuer's Common Stock upon vesting. /s/ Stephen W. Beard Attorney-In-Fact 2016-02-05