Statement of Changes in Beneficial Ownership (4)
November 18 2021 - 02:34PM
Edgar (US Regulatory)
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
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Ajdler Arnaud |
2. Issuer Name and Ticker or Trading
Symbol Hill International, Inc. [ HIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
C/O HILL INTERNATIONAL, INC., 2005 MARKET STREET, 17TH
FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
10/8/2021
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(Street)
PHILADELPHIA, PA 19103
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
10/8/2021 |
|
A |
|
5630 (1) |
A |
$0.00 |
179987 (2) |
D |
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Common Stock |
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|
|
|
|
|
|
5555526 (3) |
I |
By Engine Capital, L.P. |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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 |
Explanation of
Responses: |
(1) |
Grant of deferred stock
units (DSUs) for payment of part of annual retainer for service on
the Issuer's Board of Directors. Each DSU entitles the reporting
person to receive one share of common stock following the reporting
person's retirement or termination of service from the Board of
Directors. |
(2) |
Comprised of shares of
common stock to be issued upon settlement of DSUs. |
(3) |
The Reporting Person is the
managing member of Engine Capital Management, L.P. ("Engine
Management"), Engine Investments, LLC ("Engine Investments") and
Engine Investments II, LLC ("Engine Investments II"). Engine
Management is the investment manager of each of Engine Airflow
Capital, L.P. ("Engine Airflow"), Engine Capital, L.P. ("Engine
Capital"), and Engine Jet Capital, L.P. ("Engine Jet"). Engine
Investments is the general partner of each of Engine Capital and
Engine Jet, and Engine Investments II is the general partner of
Engine Airflow. Following the transaction, Engine Airflow owns
465,064 shares, Engine Capital owns 2,779,054 shares and Engine Jet
owns 2,201,138 shares of the Issuer's common stock. The Reporting
Person disclaims beneficial ownership in such securities except to
the extent of his pecuniary interest therein. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Ajdler Arnaud
C/O HILL INTERNATIONAL, INC.
2005 MARKET STREET, 17TH FLOOR
PHILADELPHIA, PA 19103 |
X |
|
|
|
Signatures
|
William H. Dengler,
Attorney-in-Fact |
|
11/18/2021 |
**Signature of Reporting
Person |
Date |
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