Hill International, Inc.
Hill International, Inc. (Form: 4, Received: 11/08/2016 16:44:29)
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 *

CURTS STEVEN RAY
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 STREET, 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   15293   (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 annual retainer. 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.

Remarks:
This Form is being filed late due to the Issuer's failure to timely advise the reporting person that it had inadvertently omitted to timely file a Form 4 at the time when the transaction occurred.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CURTS STEVEN RAY
C/O HILL INTERNATIONAL, INC.
2005 MARKET STREET, 17TH FLOOR
PHILADELPHIA, PA 19103
X



Signatures
/s/ William H. Dengler, Jr. by Power of Attorney 11/8/2016
** 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


/s/ Steven R. Curts
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


/s/ Craig L. Martin
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


/s/ Steven R. Curts
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


/s/ Craig L. Martin
Craig L. Martin


/s/ David L. Richter
David L. Richter


/s/ David Sgro
David Sgro