Sec Form 4 Filing - Dengler William H @ Hill International, Inc. - 2022-02-14

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 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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1. Name and Address of Reporting Person Dengler William H 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 X __ Officer (give title below) _____ Other (specify below) EVP and Chief Admin. Officer (Last) (First) (Middle) C/O HILL INTERNATIONAL, INC., 2005 MARKET STREET, 17TH FL 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2022 (Street) PHILADELPHIA, PA19103 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/27/2022 D 128,619 D $ 3.4( 1 )( 2 ) 0 D Common Stock 12/27/2022 D 14,019 D $ 3.4( 1 )( 2 ) 0 I In Issuer's 401 k Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Deferred Stock Uni ts ( 3 ) 02/14/2022 A 53,665 ( 4 ) ( 4 ) Common Stock 53,665 $ 0 53,665 D Restricted Stock Units ( 5 )( 6 ) 12/27/2022 D 10,417( 5 ) ( 5 ) ( 5 ) Common Stock 10,417 ( 5 ) 0 D Restricted Stock Units ( 5 )( 7 ) 12/27/2022 D 31,250( 5 ) ( 5 ) ( 5 ) Common Stock 31,250 ( 5 ) 0 D Deferred Stock Units ( 8 )( 9 ) 12/27/2022 D 15,000( 8 ) ( 8 ) ( 8 ) Common Stock 15,000 ( 8 ) 0 D Deferred Stock Units ( 8 )( 9 ) 12/27/2022 D 43,617( 8 ) ( 8 ) ( 8 ) Common Stock 43,617 ( 8 ) 0 D Deferred Stock Units ( 8 )( 10 ) 12/27/2022 D 43,617( 8 ) ( 8 ) ( 8 ) Common Stock 43,617 ( 8 ) 0 D Deferred Stock Units ( 8 )( 9 ) 12/27/2022 D 53,665( 8 ) ( 8 ) ( 8 ) Common Stock 53,665 ( 8 ) 0 D Deferred Stock Units ( 8 )( 10 ) 12/27/2022 D 53,664( 8 ) ( 8 ) ( 8 ) Common Stock 53,664 ( 8 ) 0 D Options (right to buy) ( 11 )( 12 ) 12/27/2022 D 12,500( 11 )( 12 ) ( 11 )( 12 ) 06/13/2024 Common Stock 12,500 ( 11 )( 12 ) 0 D Options (right to buy) ( 11 )( 13 ) 12/27/2022 D 12,500( 11 )( 13 ) ( 11 )( 13 ) 06/13/2024 Common Stock 12,500 ( 11 )( 13 ) 0 D Options (right to buy) ( 11 )( 14 ) 12/27/2022 D 97,561( 11 )( 14 ) ( 11 )( 14 ) 03/18/2025 Common Stock 97,561 ( 11 )( 14 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dengler William H C/O HILL INTERNATIONAL, INC. 2005 MARKET STREET, 17TH FL PHILADELPHIA, PA19103 X EVP and Chief Admin. Officer Signatures /s/ William H. Dengler 12/27/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated August 26, 2022 (the "Merger Agreement"), by and among Hill International, Inc. (the "Company"), Global Infrastructure Solutions Inc. ("Parent") and Liberty Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"), a copy of which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2022. ( 2 )Pursuant to the Merger Agreement, on December 27, 2022, Merger Sub was merged with and into the Company (the "Merger") with the Company surviving the Merger as the surviving corporation and an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") issued and outstanding immediately prior to the Effective Time (other than (A) shares of Common Stock (1) held in the treasury of the Company or (2) owned by Parent or Merger Sub or any direct or indirect wholly owned subsidiaries of Parent, Merger Sub or the Company and (B) the Appraisal Shares (as defined in the Merger Agreement), was automatically converted into the right to receive an amount in cash equal to $3.40, without interest (such amount of cash, the "Merger Consideration"). ( 3 )Grant of deferred stock units (each, a "DSU") under the Hill International, Inc. 2017 Equity Compensation Plan. Each DSU represents a contingent right to receive one share of the Issuer's common stock. ( 4 )On February 14, 2022, the reporting person was granted 53,665 DSUs, vesting over time in three equal portions on the first, second, and third anniversaries of the grant date, provided the reporting person is then an employee of the Company. Reported late due to the Company's failure to timely advise the reporting person that it had inadvertently omitted to timely file a Form 4 at the time when the transaction occurred. ( 5 )Pursuant to the Merger Agreement, effective upon the Effective Time, each Company restricted stock unit (each, an "RSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, in the case of a time-based vesting RSU, or became vested at the target level of performance, in the case of a performance based vesting RSU, and was cancelled and extinguished and, in exchange therefore, was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of Common Stock subject to such RSU and (B) the Merger Consideration. ( 6 )Time-based vesting RSU. Each time-based vesting RSU represents a contingent right to receive one share of Common Stock. ( 7 )Performance-based vesting RSU. Each performance-based vesting RSU represents a contingent right to receive one share of Common Stock. ( 8 )Pursuant to an agreement between the reporting person and Parent, effective upon the Effective Time, an aggregate of 150,000 unvested DSUs were assumed by Parent and converted into restricted stock units of Parent representing a contingent right to receive certain shares of Parent's capital stock. Pursuant to the Merger Agreement, effective upon the Effective Time, an aggregate of 29,539 vested DSUs and 30,024 unvested DSUs were cancelled and extinguished and, in exchange therefore, were automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of Common Stock subject to the such vested DSUs and (B) the Merger Consideration. ( 9 )Time-based vesting DSU. Each time-based vesting DSU represents a contingent right to receive one share of Common Stock. ( 10 )Performance-based vesting DSU. Each performance-based vesting DSU represents a contingent right to receive one share of Common Stock. ( 11 )Pursuant to the Merger Agreement, effective upon the Effective Time, each Company option to purchase shares of Common Stock (each, an "Option"), that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and was cancelled and extinguished and, in exchange therefore, was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of Common Stock subject to such Option and (B) the excess, if any, of the Merger Consideration over any per share exercise or purchase price of such Option immediately prior to such cancellation; provided, however, that any Option that had an exercise price equal to or greater than the Merger Consideration was cancelled without any consideration therefor immediately prior to the Effective Time. ( 12 )Pursuant to the Merger Agreement, these Options were cancelled effective upon the Effective Time without any consideration therefor because the per share exercise price of such Option ($4.31) was greater than the Merger Consideration. ( 13 )Pursuant to the Merger Agreement, these Options were cancelled effective upon the Effective without any consideration therefor because the per share exercise price of such Option ($5.17) was greater than the Merger Consideration. ( 14 )Pursuant to the Merger Agreement, these Options were cancelled effective upon the Effective without any consideration therefor because the per share exercise price of such Option ($4.65) was greater than the Merger Consideration.

Remarks: In connection with the transaction contemplated by the Merger Agreement, the reporting person ceased to be a Section 16 reporting person.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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