Engine Capital SC 13D/AHill International / ENGINE CAPITAL ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

Hill International, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

431466101

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 26, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes the Amendment No. 5 to the Schedule 13D filed by the undersigned (the “Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On August 26, 2022, Global Infrastructure Solutions Inc., a Delaware corporation (“Parent”), Liberty Acquisition Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Issuer entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will be merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger as the surviving corporation and an indirect wholly owned subsidiary of Parent, and (ii) at the effective time of the Merger, each Share of the Issuer will automatically convert into the right to receive an amount in cash equal to $3.40, without interest (as defined in the Merger Agreement, the “Merger Consideration”).

Concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a Support Agreement with Parent and Merger Sub (the “Support Agreement”) which terminated the August 16, 2022 Tender and Support Agreement (as defined in the Merger Agreement, the “Prior Agreement”) and pursuant to which the Reporting Persons agreed, among other things, to vote in favor of the Transactions and in favor of adopting the Merger Agreement and against other proposals to acquire the Company. The Support Agreement terminates in certain circumstances, including in connection with (i) the Board’s determination to change its recommendation with respect to the Transactions (as defined in the Merger Agreement) and (ii) any modification or amendment to, or the waiver of any provision of, the Merger Agreement as in effect on the date of the Support Agreement or the Offer that is effected, in either case, without the written consent of the Reporting Persons, that decreases the amount, or changes the form or terms of Merger Consideration payable for their Shares pursuant to the Merger Agreement or adversely affects the rights of the Reporting Persons.

The foregoing summary description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Support Agreement attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 6 is hereby amended to add the following:

On August 16, 2022, the Reporting Persons entered into the Prior Agreement with Parent and Merger Sub which has since been terminated. Accordingly, the Reporting Persons are no longer party to the Prior Agreement. On August 26, 2022, the Reporting Persons and Parent and Merger Sub entered into the Support Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 30, 2022