SEC Form 4 · accession 0000921895-16-003917
Hill International, Inc. · HIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Eric Rosenfeld
10% Owner · Other
David Sgro
10% Owner · Other
Gregory R Monahan
10% Owner · Other
Period of report
Mar 28, 2016
Accepted (ET)
Mar 30, 2016 · 6:42 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001287808
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4 | Mar 28, 2016 | P | 10,000 | $3.20 | A | 139,058 | I | See Footnote |
| Common StockF1,F2,F3,F5 | Mar 28, 2016 | P | 1,000 | $3.21 | A | 62,426 | I | See Footnote |
| Common StockF1,F2,F3,F4 | Mar 29, 2016 | P | 25,000 | $3.25 | A | 164,058 | I | See Footnote |
| Common StockF1,F2,F3,F5 | Mar 29, 2016 | P | 2,000 | $3.25 | A | 64,426 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Form 4 is filed jointly by Crescendo Partners II, L.P., Series M2 ("Crescendo Partners II"), Crescendo Investments II, LLC ("Crescendo Investments II"), Crescendo Partners III, L.P. ("Crescendo Partners III"), Crescendo Investments III, LLC ("Crescendo Investments III"), Crescendo Advisors II, LLC ("Crescendo Advisors II"), Jamarant Capital, L.P. ("Jamarant Capital"), Jamarant Investors, LLC ("Jamarant Investors"), Jamarant Advisors, LLC ("Jamarant Advisors"), Eric Rosenfeld, Gregory R. Monahan and David Sgro (collectively, the "Reporting Persons"). To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.
- F2Each Reporting Person is a member of a Section 13(d) group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock as disclosed in a Schedule 13D, filed on behalf of the Reporting Persons and certain other stockholders of the Issuer on March 10, 2016. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. The securities reported herein do not include any securities held by any group member other than the Reporting Persons.
- F3Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
- F4Shares of Common Stock beneficially owned by Crescendo Partners III. Crescendo Investments III, as the general partner of Crescendo Partners III, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Crescendo Partners III. Crescendo Advisors II, as the investment advisor of Crescendo Partners III, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Crescendo Partners III. Mr. Rosenfeld, as the Managing Member of Crescendo Investments III and Crescendo Advisors II, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Crescendo Partners III.
- F5Shares of Common Stock beneficially owned by Jamarant Capital. Jamarant Investors, as the general partner of Jamarant Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Jamarant Capital. Jamarant Advisors, as the investment advisor of Jamarant Capital, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Jamarant Capital. Messrs. Monahan and Sgro, as the Managing Members of Jamarant Investors and Jamarant Advisors, may be deemed the beneficial owner of the shares of Common Stock beneficially owned by Jamarant Capital.