0001104659-22-130202.txt : 20221227 0001104659-22-130202.hdr.sgml : 20221227 20221227165455 ACCESSION NUMBER: 0001104659-22-130202 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220214 FILED AS OF DATE: 20221227 DATE AS OF CHANGE: 20221227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KARDOUS ABDO CENTRAL INDEX KEY: 0001775145 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33961 FILM NUMBER: 221490908 MAIL ADDRESS: STREET 1: C/O HILL INTERNATIONAL, INC. STREET 2: 2005 MARKET ST, 17TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hill International, Inc. CENTRAL INDEX KEY: 0001287808 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 200953973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET, 17TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: (215) 309-7700 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET, 17TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: ARPEGGIO ACQUISITION CORP DATE OF NAME CHANGE: 20040420 4 1 tm2233504-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-02-14 1 0001287808 Hill International, Inc. HIL 0001775145 KARDOUS ABDO C/O HILL INTERNATIONAL, INC. 2005 MARKET STREET, 17TH FL PHILADELPHIA PA 19103 0 1 0 0 Reg President (Middle East) Common Stock 2022-12-27 4 D 0 129144 3.40 D 0 D Restricted Stock Units 2022-02-14 4 A 0 39267 0 A Common Stock 39267 39267 D Restricted Stock Units 2022-12-27 4 D 0 11434 D Common Stock 11432 0 D Restricted Stock Units 2022-12-27 4 D 0 11432 D Common Stock 11432 0 D Restricted Stock Units 2022-12-27 4 D 0 31915 D Common Stock 31914 0 D Restricted Stock Units 2022-12-27 4 D 0 15958 D Common Stock 15958 0 D Restricted Stock Units 2022-12-27 4 D 0 39267 D Common Stock 39267 0 D Restricted Stock Units 2022-12-27 4 D 0 39267 D Common Stock 39267 0 D This Form 4 reports securities disposed of pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated August 26, 2022 (the "Merger Agreement"), by and among Hill International, Inc. (the "Company"), Global Infrastructure Solutions Inc. ("Parent") and Liberty Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"), a copy of which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2022. Pursuant to the Merger Agreement, on December 27, 2022, Merger Sub was merged with and into the Company (the "Merger") with the Company surviving the Merger as the surviving corporation and an indirect wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.0001 per share, of the Company ("Common Stock") issued and outstanding immediately prior to the Effective Time (other than (A) shares of Common Stock (1) held in the treasury of the Company or (2) owned by Parent or Merger Sub or any direct or indirect wholly owned subsidiaries of Parent, Merger Sub or the Company and (B) the Appraisal Shares (as defined in the Merger Agreement), was automatically converted into the right to receive an amount in cash equal to $3.40, without interest (such amount of cash, the "Merger Consideration"). Grant of restricted stock units (each, a "RSU"), under the Hill International, Inc. 2017 Equity Compensation Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. On February 14, 2022, the reporting person was granted 39,267 RSUs, vesting over time in three equal portions on the first, second, and third anniversaries of the grant date, provided the reporting person is then an employee of the Company. Reported late due to the Company'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. Pursuant to the Merger Agreement, effective upon the Effective Time, each unvested RSU that was outstanding immediately prior to the Effective Time became fully vested, in the case of a time-based vesting RSU, or became vested at the target level of performance, in the case of a performance based vesting RSU, and was cancelled and extinguished and, in exchange therefore, was automatically converted into the right to receive an amount in cash, without interest, equal to the product of (A) the number of shares of Common Stock subject to such RSU and (B) the Merger Consideration. Time-based vesting RSU. Each time-based vesting RSU represents a contingent right to receive one share of Common Stock. Performance-based vesting RSU. Each performance-based vesting RSU represents a contingent right to receive one share of Common Stock. In connection with the transaction contemplated by the Merger Agreement, the reporting person ceased to be a Section 16 reporting person. /s/ Abdo Kardous 2022-12-27