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 * KELLY L KEVIN   2. Issuer Name and Ticker or Trading Symbol HEIDRICK & STRUGGLES INTERNATIONAL INC [HSII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) HEIDRICK & STRUGGLES INTERNATIONAL, INC., 233 S. WACKER DRIVE, SUITE 4200 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2013 (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 Common Stock 03/08/2013   M   6,109 A $ 0 122,715 D   Common Stock 03/08/2013   F   1,958 D $ 13.89 120,757 D   Common Stock 03/08/2013   M   6,439 A $ 0 127,196 D   Common Stock 03/08/2013   F   2,084 D $ 13.89 125,112 D   Common Stock 03/08/2013   M   8,487 A $ 0 133,599 D   Common Stock 03/08/2013   F   2,746 D $ 13.89 130,853 D

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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
Restricted Stock Units	(1)	03/08/2013		M			6,109	(2)	(3)	Common Stock	6,109	$ 0	0	D
Restricted Stock Units	(1)	03/08/2013		M			6,439	(4)	(3)	Common Stock	6,439	$ 0	6,439	D
Restricted Stock Units	(1)	03/08/2013		M			8,487	(5)	(3)	Common Stock	8,487	$ 0	16,974	D
Restricted Stock Units	(1)	03/08/2013(6)		A		37,797		(7)	(3)	Common Stock	37,797	$ 0	37,797	D
Performance Stock Units	(8)	03/08/2013(9)		A		37,797		(10)	(10)	Common Stock	37,797	$ 0	37,797	D
Restricted Stock Units	(1)							(11)	(3)	Common Stock	17,094		17,094	D
Performance Stock Units	(8)							(12)	(12)	Common Stock	18,545		18,545	D
Performance Stock Units	(8)							(13)	(13)	Common Stock	19,316		19,316	D
Performance Stock Units	(8)							(14)	(14)	Common Stock	25,461		25,461	D
Employee Stock Options	$ 33.79							03/06/2011	03/06/2018	Common Stock	55,935		55,935	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KELLY L KEVIN HEIDRICK & STRUGGLES INTERNATIONAL, INC. 233 S. WACKER DRIVE, SUITE 4200 CHICAGO, IL 60606	X		Chief Executive Officer

Signatures

Stephen W. Beard, Attorney-in-Fact		03/12/2013
**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)	Each restricted stock unit represents a contingent right to receive one share of Heidrick & Struggles International, Inc. (the "Company") common stock.
(2)	This award has fully vested.
(3)	Since restricted stock units automatically convert to common stock upon vesting, there is no expiration date for this award.
(4)	The remaining portion of this award vests on March 8, 2014.
(5)	The remaining portion of this award vests in two equal installments on March 8, 2014 and March 8, 2015.
(6)	The award of restricted stock units was approved by the Human Resources and Compensation Committee on February 7, 2013, and granted on March 8, 2013, the next date of the six pre-established dates for granting equity awards.
(7)	This award vests in three equal installments on March 8, 2014, March 8, 2015 and March 8, 2016.
(8)	Each performance stock unit represents a contingent right to receive one share of Company common stock.
(9)	The award of performance stock units was approved by the Human Resources and Compensation Committee on February 7, 2013, and granted on March 8, 2013, the next date of the six pre-established dates for granting equity awards.
(10)	Represents the target number of performance stock units. The actual number of shares to be issued, which could range from 0 to 200 percent of the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period. The shares, if any, will be issued 36 months from the grant date (March 8, 2013).
(11)	The remaining portion of this award vests in two equal installments on May 18, 2013 and May 18, 2014.
(12)	Represents the target number of performance stock units. The actual number of shares to be issued, which could range from 0 to 200 percent of the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period. The shares, if any, will be issued 36 months from the grant date (March 29, 2010).
(13)	Represents the target number of performance stock units. The actual number of shares to be issued, which could range from 0 to 200 percent of the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period. The shares, if any, will be issued 36 months from the grant date (March 8, 2011).
(14)	Represents the target number of performance stock units. The actual number of shares to be issued, which could range from 0 to 200 percent of the initial target amount, will depend upon, among other things, the issuer's financial performance during the relevant performance period. The shares, if any, will be issued 36 months from the grant date (March 8, 2012).

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