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

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 March 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)

Engine Airflow has not entered into any transactions in the Shares since the filing of Amendment No. 2 to the Schedule 13D.

B.

Engine Capital

(a)

As of the close of business on March 9, 2018, Engine Capital directly owned 2,513,689 Shares.

Percentage: Approximately 4.85%

(b)

1. Sole power to vote or direct vote: 2,513,689 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,513,689 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Engine Capital since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.

C.

Engine Jet

(a)

As of the close of business on March 9, 2018, Engine Jet directly owned 2,201,138 Shares.

Percentage: Approximately 4.24%

(b)

1. Sole power to vote or direct vote: 2,201,138 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,201,138 4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Engine Jet since the filing of Amendment No. 2 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.