SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
CHADWICK JAMES M

(Last) (First) (Middle)
C/O HILL INTERNATIONAL, INC.
2005 MARKET STREET, 17TH FLOOR

(Street)
PHILADELPHIA PA 19103

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2018
3. Issuer Name and Ticker or Trading Symbol
Hill International, Inc. [ HIL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
This Form 3 is being filed late due to the Issuer's failure to timely to advise the Reporting Person that it had inadvertently omitted timely filing this form following the date of the event set forth above.
No securities are beneficially owned.
/s/ William H. Dengler, Jr., by Power of Attorney 12/10/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby
constitutes and appoints William H. Dengler, Jr. of Hill International, Inc. as
the undersigned's true and lawful attorney-in-fact to:

1. Prepare, execute in
the undersigned's name and on the undersigned's behalf, and submit to the U.S.
Securities and Exchange Commission a Form ID, including amendments thereto, and
any other documents necessary or appropriate to obtain codes, passwords and
passphrases enabling the undersigned to make electronic filings with the U.S.
Securities and Exchange Commission of reports required by the Securities
Exchange Act of 1934 or any rule or regulation of the U.S. Securities and
Exchange Commission;

2. Execute for and on behalf of the undersigned, by reason
of the undersigned being a director, officer or ten percent beneficial owner (as
defined in Rule 16a-2) of Hill International, Inc. (the "Company"), Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

3. Do and perform any and all acts for and on behalf
of the undersigned that may be necessary or desirable to complete and execute
any such Form 3, 4 or 5 and timely file such form with the U.S. Securities and
Exchange
 Commission and any stock exchange or similar authority; and

4. Take
any other action of any type whatsoever in connection with the foregoing that,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

      This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this 10th day
of December, 2018.


      /s/ James M. Chadwick



CONFIRMING STATEMENT


     
This Statement confirms that the undersigned, James M. Chadwick, has authorized
and designated William H. Dengler, Jr. to execute and file on the undersigned's
behalf all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned's ownership of or transactions in
securities of Hill International, Inc.  The authority of the attorneys-in-fact
under this Statement shall continue until the undersigned is no longer required
to file Forms 3, 4 and 5 with regard to the undersigned's ownership of or
transactions in securities of Hill International, Inc., unless earlier revoked
in writing.  The undersigned acknowledges that none of the aforementioned
attorneys-in-fact is assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.


Date:  December
10, 2018


/s/ James M. Chadwick