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

The following constitutes
the Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends
the Schedule 13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is hereby amended
and restated to read as follows:

(a)This
statement is filed by:

(i)

Engine Airflow Capital, L.P., a Delaware limited partnership (“Engine Airflow”), with respect to the Shares directly and beneficially owned by it;

(ii)

Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the Shares directly and beneficially owned by it;

(iii)

Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the Shares directly and beneficially owned by it;

(iv)

Engine Capital Management, LLC, a Delaware limited liability company (“Engine Management”), as the investment manager of each of Engine Airflow, Engine Capital and Engine Jet;

(v)

Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of each of Engine Capital and Engine Jet;

(vi)

Engine Investments II, LLC, a Delaware limited liability company (“Engine Investments II”), as the general partner of Engine Airflow; and

(vii)

Arnaud Ajdler, as the managing member of Engine Management, Engine Investments and Engine Investments II.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are
hereby filing a joint Schedule 13D.

(b)The
address of the principal office of each of Engine Airflow, Engine Capital, Engine Jet, Engine Management, Engine Investments, Engine
Investments II, and Mr. Ajdler is 1370 Broadway, 5th Floor, New York, New York 10018.

(c)The
principal business of each of Engine Airflow, Engine Capital and Engine Jet is investing in securities. Engine Management is the
investment manager of each of Engine Airflow, Engine Capital and Engine Jet. Engine Investments serves as the general partner of
each of Engine Capital and Engine Jet. Engine Investments II serves as the general partner of Engine Airflow. Mr. Ajdler serves
as the managing member of each of Engine Management, Engine Investments, and Engine Investments II.

(d)No
Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).