Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ajdler Arnaud
  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 (Month/Day/Year)
01/04/2019
(Street)

PHILADELPHIA, PA 19103
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 01/04/2019   P   3,968 (1) A $ 0 28,397 (2) D  
Common Stock               5,555,256 I By Engine Capital, L.P. (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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

Reporting Owners

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

Signatures

 /s/ Arnaud Ajdler   01/09/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of common stock in respect to deferred stock units (DSUs) which the Reporting Person has elected to receive in lieu of the cash portion of his board service retainer. Each DSU entitles the reporting person to receive one share of the Issuer's common stock following the Reporting Person's retirement or termination of service from the Issuer's Board of Directors.
(2) Includes 28,397 DSUs.
(3) The Reporting Person is the managing member of Engine Capital Management, L.P. ("Engine Management"), Engine Investments, LLC ("Engine Investments") and Engine Investments II, LLC ("Engine Investments II"). Engine Management is the investment manager of each of Engine Airflow Capital, L.P. ("Engine Airflow"), Engine Capital, L.P. ("Engine Capital"), and Engine Jet Capital, L.P. ("Engine Jet"). Engine Investments is the general partner of each of Engine Capital and Engine Jet, and Engine Investments II is the general partner of Engine Airflow. Following the transaction, Engine Airflow owns 465,064 shares, Engine Capital owns 2,779,054 shares and Engine Jet owns 2,201,138 shares of the Issuer's common stock. The Reporting Person disclaims beneficial ownership in such securities except to the extent of his pecuniary interest therein.
 
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.

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