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
or Section 30(h) of the Investment Company Act of
||December 31, 2014
|Estimated average burden|
|hours per response:
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
1. Name and Address of Reporting Person
|C/O HILL INTERNATIONAL, INC.|
|2005 MARKET STREET, 17TH FLOOR|
2. Issuer Name
Ticker or Trading Symbol
Hill International, Inc.
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
|Reg President (Middle East)|
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check
||Form filed by One Reporting Person
||Form filed by More than One Reporting
|Table I - Non-Derivative Securities Acquired, Disposed of, or
Title of Security (Instr.
Deemed Execution Date, if any
Transaction Code (Instr.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported
3 and 4)
Ownership Form: Direct (D) or Indirect (I) (Instr.
Nature of Indirect Beneficial Ownership (Instr.
||(A) or (D)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||2. Conversion or Exercise Price of Derivative Security
||3. Transaction Date
||3A. Deemed Execution Date, if any
||4. Transaction Code (Instr.
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.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Explanation of Responses:|
|This Form is being filed late due to the Issuer'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.|
||/s/ William H. Dengler under Power of Attorney
||** Signature of 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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|
|Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
Instruction 6 for procedure.|
|Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.|
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints William H. Dengler, Jr. of Hill International, Inc. as the
undersigned's true and lawful attorney-in-fact to:
1. Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission a Form ID, including
amendments thereto, and any other documents necessary or appropriate to obtain
codes, passwords and passphrases enabling the undersigned to make electronic
filings with the U.S. Securities and Exchange Commission of reports required by
the Securities Exchange Act of 1934 or any rule or regulation of the U.S.
Securities and Exchange Commission;
2. Execute for and on behalf of the undersigned, by reason of the undersigned
being a director, officer or ten percent beneficial owner (as defined in Rule
16a-2) of Hill International, Inc. (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
3. Do and perform any and all acts for and on behalf of the undersigned that may
be necessary or desirable to complete and execute any such Form 3, 4 or 5 and
timely file such form with the U.S. Securities and Exchange Commission and any
stock exchange or similar authority; and
4. Take any other action of any type whatsoever in connection with the foregoing
that, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of December, 2018.
/s/ Abdo Kardous
This Statement confirms that the undersigned, Abdo Kardous, has authorized
and designated William H. Dengler, Jr. to execute and file on the undersigned's
behalf all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned's ownership of or transactions in
securities of Hill International, Inc. The authority of the attorneys-in-fact
under this Statement shall continue until the undersigned is no longer required
to file Forms 3, 4 and 5 with regard to the undersigned's ownership of or
transactions in securities of Hill International, Inc., unless earlier revoked
in writing. The undersigned acknowledges that none of the aforementioned
attorneys-in-fact is assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.
Date: December 27, 2018
/s/ Abdo Kardous