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

(b)

1. Sole power to vote or direct vote: 3,857,332 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,857,332 4. Shared power to dispose or direct the disposition: 0

(c)

Engine Investments has not entered into any transactions in the Shares during the past (60) sixty days.

E.

Arnaud Ajdler

(a)

Mr. Ajdler, as the managing member of Engine Management and Engine Investments, may be deemed to beneficially own the 3,857,332 Shares owned beneficially by Engine Management and Engine Investments.

Percentage: Approximately 7.4%

(b)

1. Sole power to vote or direct vote: 3,857,332 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 3,857,332 4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Ajdler has not entered into any transactions in the Shares during the past sixty (60) days.

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.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6.

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

On November 6, 2017,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.
A copy of the Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Other than as described
herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting
Persons and any other person, with respect to the securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

99.1

Joint Filing Agreement by and among Engine Capital, L.P., Engine Jet Capital, L.P., Engine Investments, LLC, Engine Capital Management, LLC, and Arnaud Ajdler, dated November 6, 2017.