SCHEDULE 13D/A
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
12/21/15
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
2,073,331
8. SHARED VOTING POWER
1,864,542
9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,864,542
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,937,873 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.64%
14. TYPE OF REPORTING PERSON
IA
____________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
2,073,331
8. SHARED VOTING POWER
1,864,542
9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,864,542
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,937,873 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.64%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
2,073,331
8. SHARED VOTING POWER
1,864,542
9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,864,542
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,937,873 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.64%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
2,073,331
8. SHARED VOTING POWER
1,864,542
9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,864,542
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,937,873 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.64%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #4 to the schedule 13D
filed May 15, 2015. Except as specifically set forth
herein, the Schedule 13D remains unmodified.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit A - Letter to the independent directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the 10-Q filed on November 16, 2015, there were 51,559,671 shares
of common stock outstanding as of November 11, 2015. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of December 18, 2015, Bulldog Investors, LLC is deemed to be the beneficial
owner of 3,937,873 shares of HIL (representing 7.64% of HIL's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote of
,and dispose of, these shares. These 3,937,873 shares of HIL include 2,073,331
shares (representing 4.02% of HIL's outstanding shares) that are beneficially
owned by Mr. Goldstein and the following entities over which Messrs. Goldstein,
Dakos and Samuels exercise control: Opportunity Partners LP, Calapasas West
Partners LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund,
Ltd., Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity
Partners, LP (collectively,"Bulldog Investors Group of Funds"). All other
shares included in the aforementioned 3,937,873 shares of HIL beneficially
owned by Bulldog Investors, LLC (solely by virtue of its power to sell or
direct the vote of these shares) are also beneficially owned by clients of
Bulldog Investors, LLC who are not members of any group. The total number of
these "non-group" shares is 1,864,542 shares (representing 3.62% of HIL's
outstanding shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 2,073,331 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,864,542 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of HIL's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) Since the last filing on 12/7/15 the following shares of HIL were purchased:
Date: Shares: Price:
12/07/15 5,000 3.18961
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 12/21/2015
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
Bulldog Investors, LLC, 250 Pehle Ave., Suite 708
Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com
December 21, 2015
Via email - WilliamDengler@hillintl.com
William H. Dengler, Jr.,
Corporate Secretary
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, PA 19103
Dear Bill:
Please distribute this letter to each independent director of Hill.
As you know, on December 16, 2015, D.C. Capital Partners published a
letter it sent to David Richter, Hill's President and CEO, offering to
purchase Hill on a fully diluted basis for $4.75 per share, a premium
of 47% over the last closing price of $3.23 per share. Since then,
Hill's shares have risen more than 20%. We are not endorsing D.C.
Capital's latest offer. However, as a significant shareholder of
Hill, we urge the board to establish a committee of independent
directors (and engage independent counsel) to assess all strategic
alternatives to maximize shareholder value for Hill. We look forward
to an announcement that the board has done that.
Warmly,
/S/ Phillip Goldstein
Phillip Goldstein
Member
Bulldog Investors LLC
General Partner