Hill International, Inc.
Hill International, Inc. (Form: 4, Received: 11/07/2016 18:24:43)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Clymer Brian W
2. Issuer Name and Ticker or Trading Symbol

Hill International, Inc. [ HIL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O HILL INTERNATIONAL, INC., 2005 MARKET ST, 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/3/2016
(Street)

PHILADELPHIA, PA 19103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/3/2016     A    10958   (1) A $0.00   103728   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Grant of deferred stock units (DSUs) for payment of part of annual retainer for service on the Issuer's Board of Directors. Each DSU entitles the reporting person to receive one share of common stock following the reporting person's retirement or termination of service from the Board of Directors.
( 2)  Includes 10,958 DSUs.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Clymer Brian W
C/O HILL INTERNATIONAL, INC.
2005 MARKET ST, 17TH FLOOR
PHILADELPHIA, PA 19103
X



Signatures
/s/ William H. Dengler, Jr. by Power of Attorney 11/7/2016
** 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 4(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 control number.
POWER OF ATTORNEY

      Know all by these presents, that each of the undersigned hereby
constitutes and appoints
William H. Dengler, Jr. as each of 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.  Each of 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.
[Signature page follows]
?
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as
of this 26th day of September, 2016.

/s/ Camille S. Andrews
Camille S. Andrews


/s/ Brian W. Clymer
Brian W. Clymer



Steven R. Curts


/s/ Paul J. Evans
Paul J. Evans


/s/ Alan S. Fellheimer
Alan S. Fellheimer



Raouf S. Ghali


/s/ Charles M. Gillman
Charles M. Gillman



Craig L. Martin


/s/ David L. Richter
David L. Richter


/s/ David Sgro
David Sgro


CONFIRMING STATEMENT

      This Statement confirms that each of the undersigned 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 each 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:  September 26, 2016

/s/ Camille S. Andrews
Camille S. Andrews


/s/ Brian W. Clymer
Brian W. Clymer



Steven R. Curts


/s/ Paul J. Evans
Paul J. Evans


/s/ Alan S. Fellheimer
Alan S. Fellheimer



Raouf S. Ghali


/s/ Charles M. Gillman
Charles M. Gillman



Craig L. Martin


/s/ David L. Richter
David L. Richter


/s/ David Sgro
David Sgro

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