Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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. 4)1
HILL INTERNATIONAL, INC.
(Name of Issuer)
Common stock, $.0001 par value
(Title of Class of Securities)
431466101
(CUSIP Number)
PHILLIP GOLSTEIN
BULLDOG INVESTORS, LLC
Park 80 West – Plaza Two
250 Pehle Ave., Suite 708
Saddle Brook, NJ 07663
(914) 747-5262
|
ERIC ROSENFELD
C/O CRESCENDO PARTNERS
777 Third Avenue, 37th Floor
New York, NY 10017
(212) 319-7676
|
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
Authorized to Receive Notices and Communications)
September 20, 2016
(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).
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
BULLDOG INVESTORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,074,631*
|
|
8
|
SHARED VOTING POWER
1,874,807
|
||
9
|
SOLE DISPOSITIVE POWER
2,074,631*
|
||
10
|
SHARED DISPOSITIVE POWER
1,874,807
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,949,438*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUD
ES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.64%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
*Includes 29,212 Shares owned directly by Phillip Goldstein and 716,946 Shares owned by Full Value Partners, L.P.
2
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
FULL VALUE PARTNERS, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
716,946
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
716,946
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
716,946
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.39%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
3
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
ANDREW DAKOS
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,074,631*
|
|
8
|
SHARED VOTING POWER
1,874,807
|
||
9
|
SOLE DISPOSITIVE POWER
2,074,631*
|
||
10
|
SHARED DISPOSITIVE POWER
1,874,807
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,949,438*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.64%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
*Includes 29,212 Shares owned directly by Phillip Goldstein and 716,946 Shares owned by Full Value Partners, L.P.
4
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
PHILLIP GOLDSTEIN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC, PF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,074,631*
|
|
8
|
SHARED VOTING POWER
1,874,807
|
||
9
|
SOLE DISPOSITIVE POWER
2,074,631*
|
||
10
|
SHARED DISPOSITIVE POWER
1,874,807
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,949,438*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.64%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
*Includes 29,212 Shares owned directly and 716,946 Shares owned by Full Value Partners, L.P.
5
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
STEVEN SAMUELS
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,074,631*
|
|
8
|
SHARED VOTING POWER
1,874,807
|
||
9
|
SOLE DISPOSITIVE POWER
2,074,631*
|
||
10
|
SHARED DISPOSITIVE POWER
1,874,807
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,949,438*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.64%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
*Includes 29,212 Shares owned directly by Phillip Goldstein and 716,946 Shares owned by Full Value Partners, L.P.
6
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
CRESCENDO PARTNERS II, L.P., SERIES M2
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC, 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,549,374
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
2,549,374
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,549,374
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
7
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
CRESCENDO INVESTMENTS II, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,549,374
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
2,549,374
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,549,374
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
8
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
CRESCENDO PARTNERS III, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
247,678
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
247,678
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,678
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
9
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
CRESCENDO INVESTMENTS III, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
247,678
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
247,678
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,678
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
10
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
CRESCENDO ADVISORS II, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,797,052
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
2,797,052
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING P
ERSON
2,797,052
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
11
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
JAMARANT CAPITAL, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
77,264
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
77,264
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,264
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
12
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
JAMARANT INVESTORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
77,264
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
77,264
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,264
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
13
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
JAMARANT ADVISORS, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
|
||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
77,264
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
77,264
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,264
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IA
|
14
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
ERIC ROSENFELD
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF, AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,825,549*
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
2,825,549*
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,825,549*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
* Includes 28,497 Shares owned directly.
15
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
GREGORY R. MONAHAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF, AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
13,000
|
|
8
|
SHARED VOTING POWER
77,264
|
||
9
|
SOLE DISPOSITIVE POWER
13,000
|
||
10
|
SHARED DISPOSITIVE POWER
77,264
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
90,264*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
* Includes 13,000 Shares owned directly.
16
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
DAVID SGRO
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
PF, AF
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
15,500
|
|
8
|
SHARED VOTING POWER
77,264
|
||
9
|
SOLE DISPOSITIVE POWER
15,500
|
||
10
|
SHARED DISPOSITIVE POWER
77,264
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,764*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
* Includes 15,500 Shares owned directly.
17
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
PAUL EVANS
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
18
CUSIP NO. 431466101
1
|
NAME OF REPORTING PERSON
CHARLES GILLMAN
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
-0-
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
-0-
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
19
CUSIP NO. 431466101
The following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
Item 2.
|
Identity and Background.
|
Item 2 is hereby amended to add the following information:
In connection with the Agreement, as defined and described in Item 4 below, Bulldog Investors, LLC; Full Value Partners, L.P.; Andrew Dakos; Phillip Goldstein; Steven Samuels; Crescendo Partners II, L.P., Series M2; Crescendo Investments II, LLC; Crescendo Partners III, L.P.; Crescendo Investments III, LLC; Crescendo Advisors II, LLC; Jamarant Capital, L.P.; Jamarant Investors, LLC; Jamarant Advisors, LLC; Eric Rosenfeld; Gregory R. Monahan; David Sgro; Paul Evans; and Charles Gillman are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 4.
Item 4.
|
Purpose of Transaction.
|
Item 4 is hereby amended to add the following:
On September 16, 2016, Bulldog Investors, LLC (“Bulldog”) entered into a Settlement Agreement and Mutual Release (the “Agreement”) with the Issuer. The following 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.
The terms of the Agreement provided, among other things, the following material terms: (i) the board of directors of the Issuer (the “Board”) shall be ten members, consisting of Steven R. Curts, Craig L. Martin, Paul Evans, Charles Gillman, David Sgro, David L. Richter, Raouf S. Ghali, Alan S. Fellheimer, Brian W. Clymer, and Camille S. Andrews; (ii) Messrs. Evans, Gillman, and Sgro will be deemed to have been elected by the stockholders on August 11, 2016, approved by the Board, and qualified to serve in the 2019 director class; (iii) the Board shall endeavor to reduce its size to seven members over time; (iv) for three years from the date of the Agreement, the Chairman of the Board shall be elected by both a majority vote of the Board and a majority vote of the independent directors and the initial Chairman elected by the Board after executing this Agreement shall not be the Chief Executive Officer; (v) for three years from the date of the Agreement, the composition of the committees of the Board, including the appointment of committee chairs, shall be approved by a majority vote of the Board and a majority vote of the independent directors; (vi) Bulldog agreed to withdraw its stockholder proposals made in connection with the Issuer’s 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”), and the Issuer and the Board will review Sections 2.2 and 3.3 of the Issuer’s Bylaws in order to simplify their language; (vii) for 24 months from the date of the Agreement, the Issuer shall not make any acquisition of a business or of operating assets in excess of $5,000,000 without obtaining the approval of eight out of ten directors, or if the Board has been reduced to fewer than ten directors, the approval of all but one of the directors. Also, the Issuer may not make such business acquisitions even if less than $5,000,000 unless such transaction has been presented to the Board first for approval by a majority of the directors; (viii) Bulldog was required to file with the Chancery Court of the State of Delaware (the “Court”) a Stipulation and Proposed Order (the “Order”), as described below, within one business day after the Agreement was fully executed; (ix) within three business days of the Order being entered by the Court, the Issuer shall pay to Bulldog $240,000 representing the reasonable proxy expenses of the participants in the Bulldog proxy solicitation for the Issuer’s 2016 Annual Meeting; (x) an ad hoc committee of the Board consisting of Curts, Martin, Evans, Gillman and Sgro, shall consider whether the Issuer should pay the reasonable proxy expenses of the participants in the Bulldog proxy solicitation for the Issuer’s 2015 Annual Meeting of Stockholders, which Bulldog represented to be $70,000; and (xi) within three business days of the Order being entered by the Court, the Issuer shall pay $800,000 to Bulldog’s counsel representing reasonable attorneys’ fees and expenses.
20
CUSIP NO. 431466101
The Agreement also includes customary mutual releases of each of the parties.
The Order, among other things, dismisses the suit with prejudice and vacates the status quo order. The Order also deems both the Issuer’s proposal to amend the Issuer’s Bylaws to implement majority voting and the Issuer’s proposal to provide for an annual advisory vote on named executive officer compensation to have been adopted.
The Court entered the Order on September 19, 2016.
Given the terms of the Agreement and the Order, the Issuer will not take any additional steps with respect to the previously announced postponement of the 2016 Annual Meeting, including issuing a new proxy statement. The postponed 2016 Annual Meeting, which was to be held on October 21, 2016, is cancelled.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 6 is hereby amended to add the following:
On September 16, 2016, Bulldog and the Issuer entered into
the Agreement 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
|
Settlement Agreement and Mutual Release by and among Bulldog Investments, LLC and Hill International, Inc., dated September 16, 2016.
|
21
CUSIP NO. 431466101
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 20, 2016
FULL VALUE PARTNERS, L.P.
|
|||
By:
|
Full Value Advisors, LLC
General Partner
|
||
By:
|
/s/ Phillip Goldstein
|
||
Name:
|
Phillip Goldstein
|
||
Title:
|
Manager
|
BULLDOG INVESTORS, LLC
|
|||
By:
|
/s/ Phillip Goldstein
|
||
Name:
|
Phillip Goldstein
|
||
Title:
|
Member
|
/s/ Andrew Dakos
|
|
ANDREW DAKOS
|
/s/ Phillip Goldstein
|
|
PHILLIP GOLDSTEIN
|
/s/ Steven Samuels
|
|
STEVEN SAMUELS
|
CRESCENDO PARTNERS II, L.P., SERIES M2
|
|||
By:
|
Crescendo Investments II, LLC
General Partner
|
||
By:
|
/s/ Eric Rosenfeld
|
||
Name:
|
Eric Rosenfeld
|
||
Title:
|
Managing Member
|
22
CUSIP NO. 431466101
CRESCENDO INVESTMENTS II, LLC
|
|||
By:
|
/s/ Eric Rosenfeld
|
||
Name:
|
Eric Rosenfeld
|
||
Title:
|
Managing Member
|
CRESCENDO PARTNERS III, L.P.
|
|||
By:
|
Crescendo Investments III, LLC
General Partner
|
||
By:
|
/s/ Eric Rosenfeld
|
||
Name:
|
Eric Rosenfeld
|
||
Title:
|
Managing Member
|
CRESCENDO INVESTMENTS III, LLC
|
|||
By:
|
/s/ Eric Rosenfeld
|
||
Name:
|
Eric Rosenfeld
|
||
Title:
|
Managing Member
|
CRESCENDO ADVISORS II, LLC
|
|||
By:
|
/s/ Eric Rosenfeld
|
||
Name:
|
Eric Rosenfeld
|
||
Title:
|
Managing Member
|
JAMARANT CAPITAL, L.P.
|
|||
By:
|
Jamarant Investors, LLC
General Partner
|
||
By:
|
/s/ Gregory R. Monahan | ||
Name:
|
Gregory R. Monahan
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ David Sgro | ||
Name:
|
David Sgro
|
||
JAMARANT INVESTORS, LLC
|
|||
By:
|
/s/ Gregory R. Monahan
|
||
Name:
|
Gregory R. Monahan
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ David Sgro
|
||
Name:
|
David Sgro
|
||
Title:
|
Managing Member
|
23
CUSIP NO. 431466101
JAMARANT ADVISORS, LLC
|
|||
By:
|
/s/ Gregory R. Monahan
|
||
Name:
|
Gregory R. Monahan
|
||
Title:
|
Managing Member
|
||
By:
|
/s/ David Sgro
|
||
Name:
|
David Sgro
|
||
Title:
|
Managing Member
|
/s/ Eric Rosenfeld
|
|
ERIC ROSENFELD, Individually and as attorney-in-fact for Paul Evans and Charles Gillman
|
/s/ Gregory R. Monahan
|
|
GREGORY R. MONAHAN
|
/s/ David Sgro
|
|
DAVID SGRO
|
24