13D Filing: Engine Capital, L.P. and Hill International Inc. (HIL)

The following constitutes
the Amendment No. 1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amends
the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,323,554
Shares directly and beneficially owned by Engine Capital is approximately $8,942,224, including brokerage commissions. The aggregate
purchase price of the 2,140,255 Shares directly and beneficially owned by Engine Jet is approximately $10,628,948, including brokerage
commissions.

Item 5.

Interest in Securities of the Issuer.

Item 5(a)-(c) are hereby amended
and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 51,878,215 Shares outstanding, as of April 28, 2017, which is
the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on May 10, 2017.

A.

Engine Capital

(a)

As of the close of business on December 8, 2017, Engine Capital directly owned 2,323,554 Shares.

Percentage: 4.5%

(b)

1. Sole power to vote or direct vote: 2,323,554 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,323,554 4. Shared power to dispose or direct the disposition: 0

(c)

Engine Capital has not entered into any transactions in the Shares since the filing of the Schedule 13D.

B.

Engine Jet

(a)

As of the close of business on December 8, 2017, Engine Jet directly owned 2,140,255 Shares.

Percentage: 4.1%