McCullagh Grant G. Form 4 Hill International / Grant G. McCullagh 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^*

McCullagh Grant G.

(Last) (First) (Middle)

C/O HILL INTERNATIONAL, INC.

2005 MARKET ST, 17TH FLOOR

(Street)

PHILADELPHIA PA 19103

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2019

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

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. 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	06/11/2019		A		26,865(1)	A	$0.00	26,865(2)	D
Common Stock	07/01/2019		A		4,270(3)	A	$0.00	31,135(2)	D
Common Stock	10/01/2019		A		4,137(3)	A	$0.00	35,272(2)	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

Explanation of Responses:

1. Grant of deferred stock units (DSUs) for payment of part of annual retainer for service during 2019-2020 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 has elected to receive payment of part of the Reporting Person's annual cash retainer for his service during 2019-2020 on the Issuer's Board of Directors in the form of deferred stock units (DSUs). This transaction reflects the quarterly grant of DSUs issued to the Reporting Person pursuant to such election. 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.

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/ William H. Dengler Jr., by Power of Attorney	11/07/2019
	** 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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