Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  HG (Bermuda) Ltd
2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2015
3. Issuer Name and Ticker or Trading Symbol
KORN FERRY INTERNATIONAL [KFY]
(Last)
(First)
(Middle)
C/O HG (BERMUDA) LIMITED, SE PEARMAN, BUILDING, 3RD FLOOR, 9 PAR-LA-VILLE ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HAMILTON, D0 HM 08
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.01 par value 5,922,136 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HG (Bermuda) Ltd
C/O HG (BERMUDA) LIMITED, SE PEARMAN
BUILDING, 3RD FLOOR, 9 PAR-LA-VILLE ROAD
HAMILTON, D0 HM 08
    X    

Signatures

HG (Bermuda) Limited, By: /s/ Chris R. Matthews, on behalf of HG (Bermuda) Limited, Name: Chris. R. Matthews, Title: Chief Executive Officer 12/01/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Pursuant to that certain Stock Purchase Agreement, dated September 23, 2015 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the "SPA"), entered into by and between HG (Bermuda) Limited ("HG") and Korn/Ferry International ("Korn Ferry"), at the closing of the transactions contemplated thereby, Korn Ferry paid to HG as partial consideration for the acquisition of all of the issued and outstanding shares and non-interest bearing convertible preferred equity certificates of HG's wholly owned subsidiary, HG (Luxembourg) S.a.r.l., 5,922,136 shares of Korn Ferry common stock. Pursuant to the SPA, 835,011 of such shares of Korn Ferry common stock (the "Indemnity Escrow Shares") were deposited at the closing into an escrow account to secure HG's indemnification obligations under the SPA.
(2) (Continued from Footnote 1) The Indemnity Escrow Shares will be held and released from such account pursuant to the terms of the Escrow Agreement entered into at closing by and among HG, Korn Ferry and Computershare Trust Company, N.A., in its capacity as escrow agent.

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