4//SEC Filing
MONAHAN THOMAS L 4
Accession 0001193125-25-313983
CIK 0001066605other
Filed
Dec 9, 7:00 PM ET
Accepted
Dec 10, 2:08 PM ET
Size
10.9 KB
Accession
0001193125-25-313983
Insider Transaction Report
Form 4
MONAHAN THOMAS L
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2025-12-10$59.00/sh−35,433$2,090,547→ 119,678 total - Disposition to Issuer
Common Stock (Restricted Stock Unit)
2025-12-10−46,815→ 72,863 total - Disposition to Issuer
Common Stock (Performance Share Unit)
2025-12-10−72,863→ 0 total - Disposition to Issuer
Common Stock (Performance Share Unit)
2025-12-10−113,752→ 0 total
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of October 5, 2025 (the "Merger Agreement"), by and among the Company, Heron BidCo, LLC ("Parent"), and Heron Merger Sub, Inc., a direct wholly owned subsidiary of Parent ("Merger Sub"), on December 10, 2025, Merger Sub merged with and into the Company (the "Merger"), and each share of Company common stock ("Share") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") was automatically canceled and converted into the right to receive $59.00 in cash, without interest (the "Merger Consideration").
- [F2]Immediately prior to the Effective Time, each outstanding restricted stock unit award was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive the Merger Consideration in cash, without interest, plus any accrued but unpaid dividends thereon.
- [F3]Immediately prior to the Effective Time, each outstanding performance share unit award subject to vesting conditions based upon the achievement of specified stock prices was canceled and converted, in accordance with the terms of the Merger Agreement, into the right to receive, for each Share underlying such award at 100% of target, the Merger Consideration in cash, without interest, plus any accrued but unpaid dividends thereon.
- [F4]Immediately prior to the Effective Time, each outstanding performance share unit award subject to vesting conditions based upon the achievement of business performance metrics, was canceled and converted, in accordance with the terms of the Merger Agreement, for each Share underlying such award at 200% of target, into the right to receive the Merger Consideration in cash, without interest, plus any accrued but unpaid dividends thereon.
Documents
Issuer
HEIDRICK & STRUGGLES INTERNATIONAL INC
CIK 0001066605
Entity typeother
Related Parties
1- filerCIK 0001208408
Filing Metadata
- Form type
- 4
- Filed
- Dec 9, 7:00 PM ET
- Accepted
- Dec 10, 2:08 PM ET
- Size
- 10.9 KB