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

Published on March 14, 2018 at 10:26 am by Insider Monkey Staff in Hedge Funds

Hill International Inc. (NYSE:HIL): Arnaud Ajdler’s Engine Capital, L.P. filed an amended 13D.

You can check out Engine Capital, L.P.’s latest holdings and filings here.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
ENGINE AIRFLOW CAPITAL 465,064 465,064 465,064 Less than 1%
ENGINE CAPITAL 2,513,689 2,513,689 2,513,689 4.85%
ENGINE JET CAPITAL 2,201,138 2,201,138 2,201,138 4.24%
ENGINE CAPITAL MANAGEMENT 5,179,891 5,179,891 5,179,891 9.98%
ENGINE INVESTMENTS 4,714,827 4,714,827 4,714,827 9.09%
ENGINE INVESTMENTS II 465,064 465,064 465,064 Less than 1%
ARNAUD AJDLER 5,179,891 5,179,891 5,179,891 9.98%

Page 1 of 15 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

Hill International, Inc.

(Name
of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

431466101

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

March 7, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 15 – SEC Filing

1 NAME OF REPORTING PERSON
ENGINE AIRFLOW CAPITAL, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 465,064
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
465,064
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,064
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 15 – SEC Filing

1 NAME OF REPORTING PERSON
ENGINE CAPITAL, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,513,689
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,513,689
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,513,689
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.85%
14 TYPE OF REPORTING PERSON
PN
3

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Page 4 of 15 – SEC Filing

1 NAME OF REPORTING PERSON
ENGINE JET CAPITAL, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,201,138
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,201,138
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,201,138
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.24%
14 TYPE OF REPORTING PERSON
PN
4

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Page 5 of 15 – SEC Filing

1 NAME OF REPORTING PERSON
ENGINE CAPITAL MANAGEMENT, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,179,891
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
5,179,891
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,179,891
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
14 TYPE OF REPORTING PERSON
OO
5

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Page 6 of 15 – SEC Filing

1 NAME OF REPORTING PERSON
ENGINE INVESTMENTS, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,714,827
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
4,714,827
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,714,827
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.09%
14 TYPE OF REPORTING PERSON
OO
6

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Page 7 of 15 – SEC Filing

1 NAME OF REPORTING PERSON
ENGINE INVESTMENTS II, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 465,064
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
465,064
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,064
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
7

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Page 8 of 15 – SEC Filing

1 NAME OF REPORTING PERSON
ARNAUD AJDLER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
BELGIUM
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,179,891
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
5,179,891
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,179,891
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
14 TYPE OF REPORTING PERSON
IN
8

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Page 9 of 15 – SEC Filing

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.

9

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Page 10 of 15 – SEC Filing

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.
10

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Page 11 of 15 – SEC Filing

D. Engine Management
(a) Engine Management, as the investment manager of each of Engine Airflow, Engine Capital and Engine
Jet, may be deemed to beneficially own the Shares owned directly by Engine Airflow, Engine Capital and Engine Jet. As of the date
hereof, Engine Management may be deemed to beneficially own 5,179,891 Shares.

Percentage: Approximately 9.98%

(b) 1. Sole power to vote or direct vote: 5,179,891
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,179,891
4. Shared power to dispose or direct the disposition: 0
(c) Engine Management has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Engine Capital and 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.

E.       Engine
Investments

(a) Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the
Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Investments may be deemed to beneficially
own 4,714,827 Shares.

Percentage: Approximately 9.09%

(b) 1. Sole power to vote or direct vote: 4,714,827
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 4,714,827
4. Shared power to dispose or direct the disposition: 0
(c) Engine Investments has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D. The transactions in the Shares on behalf of each of Engine Capital and 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.

F.       Engine
Investments II

(a) Engine Investments II, as the general partner of Engine Airflow may be deemed to beneficially own the Shares owned directly
by Engine Airflow. As of the date hereof, Engine Investments II may be deemed to beneficially own 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 Investments II has not entered into any transactions in the Shares since the filing of Amendment
No. 2 to the Schedule 13D.
11

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Page 12 of 15 – SEC Filing

G. Arnaud Ajdler
(a) Mr. Ajdler, as the managing member of Engine Management, Engine Investments, and Engine Investments
II, may be deemed to beneficially own the 5,179,891 Shares owned beneficially by Engine Management, Engine Investments, and Engine
Investments II.

Percentage: Approximately 9.98%

(b) 1. Sole power to vote or direct vote: 5,179,891
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,179,891
4. Shared power to dispose or direct the disposition: 0
(c) Mr. Ajdler has not entered into any transactions in the Shares since the filing of Amendment No.
2 to the Schedule 13D. The transactions in the Shares on behalf of each of Engine Capital and 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.

Each Reporting Person,
as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to add the following:

On March 7, 2018,
the Reporting Persons and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit
99.1 hereto.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended
to add the following exhibit:

99.1 Letter Agreement, dated March 7, 2018.
12

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Page 13 of 15 – SEC Filing

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated: March 9, 2018

Engine Airflow Capital, L.P.
By:

Engine Investments II, LLC,

General Partner
By:

/s/ Arnaud Ajdler
Name: Arnaud Ajdler
Title: Managing Member
Engine Capital, L.P.
By:

Engine Investments, LLC,

General Partner
By:

/s/ Arnaud Ajdler
Name: Arnaud Ajdler
Title: Managing Member
Engine Jet Capital, L.P.

Engine Investments, LLC,

General Partner
By:

/s/ Arnaud Ajdler
Name: Arnaud Ajdler
Title: Managing Member
Engine Capital Management, LLC
By:

/s/ Arnaud Ajdler
Name: Arnaud Ajdler
Title: Managing Member
Engine Investments, LLC
By:

/s/ Arnaud Ajdler
Name: Arnaud Ajdler
Title: Managing Member
13

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Page 14 of 15 – SEC Filing

Engine Investments II, LLC
By:

/s/ Arnaud Ajdler
Name: Arnaud Ajdler
Title: Managing Member

/s/ Arnaud Ajdler
ARNAUD AJDLER
14

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Page 15 of 15 – SEC Filing

SCHEDULE A

Transactions in the Shares Since
the Filing of Amendment No.2 to the Schedule 13D

Nature of Transaction

Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale

Engine
Capital, L.P.

Purchase of Common Stock 6,135 5.5500 01/10/18
Purchase of Common Stock 10,200 5.6990 01/17/18
Purchase of Common Stock 5,000 5.5927 01/18/18
Purchase of Common Stock 14,535 5.5927 01/18/18
Purchase of Common Stock 300 5.6000 01/19/18
Purchase of Common Stock 16,751 5.6960 01/22/18
Purchase of Common Stock 7,903 5.6663 01/22/18
Purchase of Common Stock 79 5.6500 01/23/18
Purchase of Common Stock 3,952 5.6750 01/23/18
Purchase of Common Stock 3,872 5.7000 01/24/18
Purchase of Common Stock 1,502 5.6500 01/26/18
Purchase of Common Stock 1,581 5.6500 01/29/18

Engine
JET Capital, L.P.

Purchase of Common Stock 3,865 5.5927 01/18/18
Purchase of Common Stock 2,097 5.6663 01/22/18
Purchase of Common Stock 21 5.6500 01/23/18
Purchase of Common Stock 1,048 5.6750 01/23/18
Purchase of Common Stock 1,028 5.7000 01/24/18
Purchase of Common Stock 398 5.6500 01/26/18
Purchase of Common Stock 419 5.6500 01/29/18

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