Bulldog Investors Form 4 Hill International / Steven Samuels ownership change

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^*

Bulldog Investors, LLC

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE., SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hill International, Inc. [ HIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Explanation of Responses

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. 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(1)(2)								2,793,921	I	By Clients(3)
Common Stock(1)(2)(4)								716,946	D
Common Stock(1)(2)(5)	05/17/2016		P		6,300	A	$3.83	24,212	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. 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

1. Name and Address of Reporting Person^*

Bulldog Investors, LLC

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE., SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOLDSTEIN PHILLIP

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE., SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dakos Andrew

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE., SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Samuels Steven

(Last) (First) (Middle)

PARK 80 WEST - PLAZA TWO

250 PEHLE AVE., SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FULL VALUE PARTNERS LP

(Last) (First) (Middle)

PARK 80 WEST

250 PEHLE AVE. SUITE 708

(Street)

SADDLE BROOK NJ 07663

(City) (State) (Zip)

Explanation of Responses:

1. Each Reporting Person is a member of a Section 13(d) group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock as disclosed in a Schedule 13D, filed on behalf of the Reporting Persons and certain other stockholders of the Issuer on March 10, 2016. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. The securities reported herein do not include any securities held by any group member other than the Reporting Persons, as such shares are being reported in a separate Form 3 filing.

2. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

3. Certain private investment fund clients of Bulldog Investors, LLC are the beneficial owners of these shares. Andrew Dakos, Steven Samuels and Phillip Goldstein are the owners of Bulldog Investors, LLC. Each of Messrs. Dakos, Samuels and Goldstein also is a Principal of the general partner of certain of such private investment fund clients of Bulldog Investors, LLC and a limited partner in certain of such private fund clients.

4. Shares are held by Full Value Partners, L.P. Such shares are included in the number of shares reported herein by Bulldog Investors, LLC, the investment adviser of Full Value Partners, L.P.

5. Shares are held directly by Phillip Goldstein and/or his spouse.

	/s/ Phillip Goldstein on behalf of Bulldog Investors, LLC	05/19/2016
	/s/ Phillip Goldstein	05/19/2016
	/s/ Andrew Dakos	05/19/2016
	/s/ Steven Samuels	05/19/2016
	/s/ Phillip Goldstein -- Manager of the General Partner -- Full Value Partners, L.P.	05/19/2016
	** 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).
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