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

(e)No
Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to
such laws.

(f)Mr.
Ajdler is a citizen of Belgium.

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 Airflow, 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 465,064 Shares directly and beneficially owned by Engine Airflow is approximately $2,549,492, including brokerage commission.
The aggregate purchase price of the 2,441,879 Shares directly and beneficially owned by Engine Capital is approximately $9,595,999,
including brokerage commissions. The aggregate purchase price of the 2,192,262 Shares directly and beneficially owned by Engine
Jet is approximately $10,912,081, including brokerage commissions.

Item 5.

Interest in Securities of the Issuer.

Items 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 Airflow

(a)

As of the close of business on January 9, 2018, Engine Capital directly owned 465,064 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 465,064 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 465,064 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Engine Airflow since the filing of Amendment No. 1 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

B.

Engine Capital

(a)

As of the close of business on January 9, 2018, Engine Capital directly owned 2,441,879 Shares.

Percentage: Approximately 4.7%