| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HIL | Common Stock | Disposed to Issuer | -$600K | -176K | -100% | $3.40 | 0 | Dec 27, 2022 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HIL | Deferred Stock Units | Award | $0 | +57.6K | $0.00 | 57.6K | Feb 14, 2022 | Common Stock | 57.6K | Direct | F3, F4 | ||
| transaction | HIL | Restricted Stock Units | Disposed to Issuer | -11.2K | -100% | 0 | Dec 27, 2022 | Common Stock | 11.2K | Direct | F5, F6 | |||
| transaction | HIL | Restricted Stock Units | Disposed to Issuer | -33.5K | -100% | 0 | Dec 27, 2022 | Common Stock | 33.5K | Direct | F5, F7 | |||
| transaction | HIL | Deferred Stock Units | Disposed to Issuer | -31.2K | -100% | 0 | Dec 27, 2022 | Common Stock | 31.2K | Direct | F8, F9 | |||
| transaction | HIL | Deferred Stock Units | Disposed to Issuer | -46.8K | -100% | 0 | Dec 27, 2022 | Common Stock | 46.8K | Direct | F8, F10 | |||
| transaction | HIL | Deferred Stock Units | Disposed to Issuer | -57.6K | -100% | 0 | Dec 27, 2022 | Common Stock | 57.6K | Direct | F8, F9 | |||
| transaction | HIL | Deferred Stock Units | Disposed to Issuer | -57.6K | -100% | 0 | Dec 27, 2022 | Common Stock | 57.6K | Direct | F8, F10 |
Todd E. Weintraub is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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"). |
| F3 | Grant of deferred stock units (each, a "DSU") under the Hill International, Inc. 2017 Equity Compensation Plan. Each DSU represents a contingent right to receive one share of the Issuer's common stock. |
| F4 | On February 14, 2022, the reporting person was granted 57,592 DSUs, 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. |
| F5 | Pursuant to the Merger Agreement, effective upon the Effective Time, each unvested Company restricted stock unit (each, an "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. |
| F6 | Time-based vesting RSU. Each time-based vesting RSU represents a contingent right to receive one share of Common Stock. |
| F7 | Performance-based vesting RSU. Each performance-based vesting RSU represents a contingent right to receive one share of Common Stock. |
| F8 | Pursuant to the Merger Agreement, effective upon the Effective Time, each DSU that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested, in the case of a time-based vesting DSU, or became vested at the target level of performance, in the case of a performance based vesting DSU, 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 DSU and (B) the Merger Consideration. |
| F9 | Time-based vesting DSU. Each time-based vesting DSU represents a contingent right to receive one share of Common Stock. |
| F10 | Performance-based vesting DSU. Each performance-based vesting DSU 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.