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

The following constitutes
the Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 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 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 2,513,689 Shares directly and beneficially owned by Engine Capital is approximately $10,002,387,
including brokerage commissions. The aggregate purchase price of the 2,201,138 Shares directly and beneficially owned by Engine
Jet is approximately $10,962,209, including brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby
amended to add the following:

On March 7, 2018,
the Reporting entered into a nomination and standstill agreement with the Issuer (the “Agreement”) regarding the composition
of the Issuer’s Board of Directors (the “Board”).

Pursuant to
the terms of the Agreement, the Issuer agreed that so long as the Reporting Persons continue to beneficially own at least 10%
of their current share position, the Board will nominate Mr. Ajdler as a director candidate for election at the 2018
Annual Meeting, will include Mr. Ajdler in the Issuer’s director slate for the 2018 annual meeting of stockholders (the
“2018 Annual Meeting”), will recommend that stockholders vote in favor of Mr. Ajdler’s election as a
director, and will, if necessary, take action to increase the size of the Board by one member effective as of the date of the
2018 Annual Meeting.

The Issuer further
agreed to appoint Arnaud Ajdler as an observer to the Board until the 2018 Annual Meeting.

The Reporting Persons
agreed not to conduct a proxy contest regarding any matter, including the election of directors or the submission of a shareholder
proposal, with respect to the 2018 Annual Meeting.

The Reporting Persons
have also agreed to certain standstill restrictions and voting commitments from the date of the Agreement through the later of
(A) twenty (20) days prior to the nomination deadline in connection with the nomination of directors at the 2019 annual meeting
of stockholders and (B) the date that Mr. Ajdler is no longer serving on the Board.

The foregoing description
of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.