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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D 0001385702 XXXXXXXX LIVE Common Stock, $0.01 par value 10/27/2025 true 0001066605 422819102 HEIDRICK & STRUGGLES INTERNATIONAL INC 233 S Wacker Drive Suite 4900 Chicago IL 60606-6303 David N Smith 212-609-6800 MAK Capital One L.L.C 590 Madison Avenue, 31st Floor New York NY 10022 Howard M. Berkower, Esq. 212-609-6800 250 West 55th Street 13th Floor New York NY 10019 0001426156 N MAK Capital Fund LP WC N D0 0.00 1213762.00 0.00 1213762.00 1213762.00 N 5.8 PN For item 13: This calculation is based upon 20,790,543 Shares outstanding as of October 31, 2025, as disclosed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2025. 0001385702 N MAK Capital One L.L.C. AF N DE 0.00 1213762.00 0.00 1213762.00 1213762.00 N 5.8 OO For item 13: The calculation is based upon 20,790,543 Shares outstanding as of October 31, 2025, as disclosed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2025. 0001426157 N Michael A. Kaufman AF N X1 0.00 1213762.00 0.00 1213762.00 1213762.00 N 5.8 IN For item 13: The calculation is based upon 20,790,543 Shares outstanding as of October 31, 2025, as disclosed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2025. Common Stock, $0.01 par value HEIDRICK & STRUGGLES INTERNATIONAL INC 233 S Wacker Drive Suite 4900 Chicago IL 60606-6303 MAK Capital Fund, a Bermuda Islands limited partnership ("MAK Fund"); MAK Capital One L.L.C., a Delaware limited liability company ("MAK Capital"); MAK Fund is a pooled investment limited partnership. MAK Capital is the investment manager of MAK Fund, and Mr. Michael A. Kaufman ("Mr. Kaufman") is the managing member of MAK Capital. MAK Capital is the investment manager of MAK Fund and other pooled investment vehicles; Mr. Kaufman is the managing member of MAK Capital. MAK Capital Fund, a Bermuda Islands limited partnership whose address is: c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda for MAK Fund. MAK Capital One L.L.C., a Delaware limited liability company whose address is 590 Madison Avenue, 31st Floor, New York, NY 10022 Michael A. Kaufman, a United States citizen, whose address is 590 Madison Avenue, New York, NY 10022. MAK Capital Fund LP, a Bermuda Islands limited partnership; MAK Capital One L.L.C., a Delaware limited liability company; and Michael A. Kaufman, a United States citizen; MAK Fund is a pooled investment limited partnership. MAK Capital is the investment manager of MAK Fund, and Mr. Kaufman is the managing member of MAK Capital. NO NO US The Reporting Persons acquired the Shares reported herein at an aggregate cost of $40,699,129. The funds used to purchase the Shares were obtained from the general working capital of MAK Fund which may at any given time include funds borrowed in the ordinary course in its margin account. The Shares reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes. The response to Item 6 below is incorporated herein by reference. The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. Pursuant to Rule 13d-3 under the Act, each of the Reporting Persons may be deemed to beneficially own and share voting and dispositive power in respect of 1,213,762 Shares. The calculation is based upon 20,790,543 Shares outstanding as of October 31, 2025, as disclosed on the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2025. There were no transactions in the Issuer's Shares that were effected by the Reporting Persons during the past sixty days. To the knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Shares beneficially owned by the Reporting Persons identified in this Item 5. Not applicable. Not applicable. MAK Fund entered into a Letter Agreement with the Issuer on October 27, 2025 (the "Agreement") pursuant to which it agreed to (i) keep confidential certain information it received from the Issuer and not to trade on such information; (ii) to vote in favor of the merger provided for in that certain Merger Agreement, dated October 5, 2025, between the Issuer, Heron Merger Sub, Inc. and Heron Bidco, LLC (the "Merger Agreement"); and (iii) not to: directly or indirectly, effect, seek, offer or propose or participate, in any acquisition of the assets or securities of the Issuer, any tender offer, merger or other business combination involving the Issuer or any solicitation of proxies or consents to vote any voting securities of the Issuer. These obligations terminate upon the termination of the Merger Agreement. This description of the Agreement, is qualified by the Agreement which is an exhibit to this Schedule 13D. Exhibit No. 99.1. Joint Filing Agreement Exhibit No. 99.2 Non Disclosure and Voting Agreement MAK Capital Fund LP /s/ Michael A. Kaufman Managing Member 11/05/2025 MAK Capital One L.L.C. /s/ Michael A. Kaufman Managing Member 11/05/2025 Michael A. Kaufman /s/ Michael A. Kaufman Managing Member 11/05/2025