Hill International Inc. (HIL): James Mai’s Cornwall Capital Management Discloses Activist Stake

Page 7 of 10 – SEC Filing

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Item 1.

Security and Issuer

This statement on Schedule 13D (this Schedule 13D)
relates to shares of common stock, par value $0.0001 per share (the Common Stock), of Hill International, Inc., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at One Commerce
Square, 2005 Market Street, 17^th Floor, Philadelphia, Pennsylvania 19103.

Item 2.

Identity and Background

(a)

This Schedule 13D is filed on behalf of each of the following persons (collectively, the Reporting Persons):

(i) Cornwall Master LP, a Cayman Islands exempted limited partnership (Master), with respect to the shares of
Common Stock directly held by it;

(ii) Cornwall Capital Management LP, a Delaware limited partnership
(Cornwall), which serves as investment manager to Master, with respect to the shares of Common Stock directly held by Master;

(iii) Cornwall GP, LLC, a Delaware limited liability company (GP), which serves as the general partner of Master,
with respect to the shares of Common Stock directly held by Master;

(iv) CMGP, LLC, a Delaware limited liability company
(CMGP), which serves as the general partner of Cornwall, with respect to the shares of Common Stock directly held by Master; and

(v) James A. Mai, a citizen of the United States (Mr. Mai), who is the principal and Chief Investment Officer of
Cornwall, the managing member of GP and the managing member of CMGP, with respect to the shares of Common Stock directly held by Master. Mr. Mai disclaims beneficial ownership of the shares of Common Stock reported herein.

(b)

The business address of each of the Reporting Persons is 570 Lexington Avenue, Suite 1001, New York, New York 10022.

(c)

The principal business of: (i) Master is to serve as a private investment limited partnership, (ii) Cornwall is to serve as investment manager to private investment funds, including Master, and to make investment decisions on behalf of these private investment funds, (iii) GP is to serve as the general partner of private investment funds, including Cornwall Master, (iv) CMGP is to serve as the general partner of Cornwall, and (v) Mr. Mai, an individual, is to serve as principal and Chief Investment Officer of Cornwall and as managing member of GP.

(d)

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Mr. Mai is a citizen of the United States. The places of organization of each of the other Reporting Persons are listed in paragraph (a) of this Item 2.

Item 3.

Source and Amount of Funds or Other Consideration

The Reporting Persons used
approximately $9,887,995 (including brokerage commissions) in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D. The funds used to acquire the Common Stock reported herein were derived from general working capital
made in the ordinary course of business.

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