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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Cornwall Master | 0 | 1,497,234 | 0 | 1,497,234 | 1,497,234 | 2.9% |
| Cornwall Capital Management | 0 | 1,497,234 | 0 | 1,497,234 | 1,497,234 | 2.9% |
| Cornwall GP | 0 | 1,497,234 | 0 | 1,497,234 | 1,497,234 | 2.9% |
| CMGP | 0 | 1,497,234 | 0 | 1,497,234 | 1,497,234 | 2.9% |
| James A. Mai | 0 | 1,497,234 | 0 | 1,497,234 | 1,497,234 | 2.9% |
Page 1 of 8 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Hill
International, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
431466101
(CUSIP Number)
Cornwall Capital Management LP
Attn: Ian D. Haft
570
Lexington Avenue, Suite 1001
New York, New York 10022
(917) 639-5438
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 2017
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Section 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons 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).
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Page 2 of 8 – SEC Filing
CUSIP No. 431466101
| 1 | NAME OF Cornwall Master LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 1,497,234 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 1,497,234 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,497,234 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 2.9% | |||||
| 14 | TYPE OF REPORTING PERSON PN | |||||
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Page 3 of 8 – SEC Filing
CUSIP No. 431466101
| 1 | NAME OF Cornwall Capital Management LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 1,497,234 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 1,497,234 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,497,234 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 2.9% | |||||
| 14 | TYPE OF REPORTING PERSON IA, PN | |||||
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Page 4 of 8 – SEC Filing
CUSIP No. 431466101
| 1 | NAME OF Cornwall GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 1,497,234 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 1,497,234 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,497,234 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 2.9% | |||||
| 14 | TYPE OF REPORTING PERSON OO | |||||
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Page 5 of 8 – SEC Filing
CUSIP No. 431466101
| 1 | NAME OF CMGP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 1,497,234 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 1,497,234 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,497,234 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 2.9% | |||||
| 14 | TYPE OF REPORTING PERSON OO | |||||
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Page 6 of 8 – SEC Filing
CUSIP No. 431466101
| 1 | NAME OF James A. Mai | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||
| 8 | SHARED VOTING POWER 1,497,234 | |||||
| 9 | SOLE DISPOSITIVE POWER 0 | |||||
| 10 | SHARED DISPOSITIVE POWER 1,497,234 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,497,234 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT 2.9% | |||||
| 14 | TYPE OF REPORTING PERSON IN | |||||
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Page 7 of 8 – SEC Filing
This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and
Exchange Commission (the SEC) on April 22, 2016, Amendment No. 1 thereto, filed with the SEC on May 2, 2016, Amendment No. 2 thereto, filed with the SEC on June 5, 2017, and Amendment No. 3 thereto, filed
with the SEC on July 10, 2017, on behalf of the Reporting Persons with respect to the shares of common stock, par value $0.0001 per share (the Common Stock), of Hill International, Inc., a Delaware corporation (the
Issuer). The filing of this Amendment No. 4 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is amended and supplemented to add the
following information for updating as of the date hereof:
| (a), | (b) The aggregate number of shares of Common Stock to which this Schedule 13D relates is 1,497,234 shares. Based upon 51,878,215 shares outstanding as of April 28, 2017, as reported in the Issuers quarterly report on Form 10-Q for the quarterly period ended March 31, 2017, the Reporting Persons shares of Common Stock represent approximately 2.886% of the Issuers outstanding Common Stock. |
Each of the Reporting Persons may be deemed the beneficial owner of the Common Stock reported herein. Each of the Reporting
Persons have the shared power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Common Stock reported herein.
| (c) | The trading dates, number of shares of Common Stock purchased or sold, and the price per share for all transactions by the Reporting Persons in the Common Stock in the past 60 days, all of which were brokered transactions effected in the open market (unless otherwise noted), are set forth below. |
| Reporting Person | Trade Date | Purchased (Sold) | Price / Share | |||
| Master | 10/30/2017 | (750,000) | $5.20 |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock. |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than 5% of the Common Stock on October 30, 2017. |
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Page 8 of 8 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certified
that the information set forth in this statement is true, complete and correct.
Dated: October 31, 2017
| CORNWALL MASTER LP | ||||
| By: Cornwall GP, LLC, its general partner | ||||
| By: | /s/ James A. Mai | |||
| Name: | James A. Mai | |||
| Title: | Managing Member | |||
| CORNWALL CAPITAL MANAGEMENT LP | ||||
| By: CMGP, LLC, its general partner | ||||
| By: | /s/ James A. Mai | |||
| Name: | James A. Mai | |||
| Title: | Managing Member | |||
| CORNWALL GP, LLC | ||||
| By: | /s/ James A. Mai | |||
| Name: | James A. Mai | |||
| Title: | Managing Member | |||
| CMGP, LLC | ||||
| By: | /s/ James A. Mai | |||
| Name: | James A. Mai | |||
| Title: | Managing Member | |||
| JAMES A. MAI | ||||
| /s/ James A. Mai | ||||
