SEC Form 4
| FORM 4 | 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 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Hill International, Inc. [ HIL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/10/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 01/10/2020 | M | 6,822 | A | (2) | 100,477 | D | |||
| Common Stock | 01/10/2021 | M | 6,821 | A | (2) | 107,298 | D | |||
| Common Stock | 01/13/2021 | M | 11,432 | A | (3) | 118,730 | D | |||
| Common Stock | 01/10/2022 | M | 6,821 | A | (2) | 125,551 | D | |||
| Common Stock | 01/13/2022 | M | 11,432 | A | (3) | 136,983 | D | |||
| Common Stock | 01/14/2022 | M | 15,957 | A | (4) | 152,940 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
| Restricted Stock Units | (1) | 01/10/2020 | M | 6,822 | (2) | (2) | Common Stock | 6,822 | $0 | 13,642 | D | ||||
| Restricted Stock Units | (1) | 01/13/2020 | A | 34,296 | (3) | (3) | Common Stock | 34,296 | $0 | 34,296 | D | ||||
| Restricted Stock Units | (1) | 01/10/2021 | M | 6,821 | (2) | (2) | Common Stock | 6,821 | $0 | 6,821 | D | ||||
| Restricted Stock Units | (1) | 01/13/2021 | M | 11,432 | (3) | (3) | Common Stock | 11,432 | $0 | 22,358 | D | ||||
| Restricted Stock Units | (1) | 01/14/2021 | A | 47,871 | (4) | (4) | Common Stock | 47,871 | $0 | 47,871 | D | ||||
| Restricted Stock Units | (1) | 01/10/2022 | M | 6,821 | (2) | (2) | Common Stock | 6,821 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 01/13/2022 | M | 11,432 | (3) | (3) | Common Stock | 11,432 | $0 | 11,432 | D | ||||
| Restricted Stock Units | (1) | 01/14/2022 | M | 15,957 | (4) | (4) | Common Stock | 15,957 | $0 | 31,914 | D | ||||
| Explanation of Responses: |
| 1. Grant of restricted stock units (RSUs) under the Hill International, Inc. 2017 Equity Compensation Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| 2. On January 10, 2019, the reporting person was granted 20,464 RSUs, 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 Issuer. |
| 3. On January 13, 2020, the reporting person was granted 34,296 RSUs, 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 Issuer. |
| 4. On January 14, 2021, the reporting person was granted 47,871 RSUs, 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 Issuer. |
| Remarks: |
| 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/ Abdo Kardous | 05/31/2022 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see 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. | ||