William H. Dengler - Feb 14, 2022 Form 4 Insider Report for Hill International, Inc. (HIL)

Signature
/s/ William H. Dengler
Stock symbol
HIL
Transactions as of
Feb 14, 2022
Transactions value $
-$484,969
Form type
4
Date filed
12/27/2022, 04:03 PM
Previous filing
May 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HIL Common Stock Disposed to Issuer -$437K -129K -100% $3.40 0 Dec 27, 2022 Direct F1, F2
transaction HIL Common Stock Disposed to Issuer -$47.7K -14K -100% $3.40 0 Dec 27, 2022 In Issuer's 401 k Plan F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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 +53.7K $0.00 53.7K Feb 14, 2022 Common Stock 53.7K Direct F3, F4
transaction HIL Restricted Stock Units Disposed to Issuer -10.4K -100% 0 Dec 27, 2022 Common Stock 10.4K Direct F5, F6
transaction HIL Restricted Stock Units Disposed to Issuer -31.3K -100% 0 Dec 27, 2022 Common Stock 31.3K Direct F5, F7
transaction HIL Deferred Stock Units Disposed to Issuer -15K -100% 0 Dec 27, 2022 Common Stock 15K Direct F8, F9
transaction HIL Deferred Stock Units Disposed to Issuer -43.6K -100% 0 Dec 27, 2022 Common Stock 43.6K Direct F8, F9
transaction HIL Deferred Stock Units Disposed to Issuer -43.6K -100% 0 Dec 27, 2022 Common Stock 43.6K Direct F8, F10
transaction HIL Deferred Stock Units Disposed to Issuer -53.7K -100% 0 Dec 27, 2022 Common Stock 53.7K Direct F8, F9
transaction HIL Deferred Stock Units Disposed to Issuer -53.7K -100% 0 Dec 27, 2022 Common Stock 53.7K Direct F8, F10
transaction HIL Options (right to buy) Disposed to Issuer -12.5K -100% 0 Dec 27, 2022 Common Stock 12.5K Direct F11, F12
transaction HIL Options (right to buy) Disposed to Issuer -12.5K -100% 0 Dec 27, 2022 Common Stock 12.5K Direct F11, F13
transaction HIL Options (right to buy) Disposed to Issuer -97.6K -100% 0 Dec 27, 2022 Common Stock 97.6K Direct F11, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

William H. Dengler is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 53,665 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 Company restricted stock unit (each, an "RSU") that was outstanding immediately prior to the Effective Time, whether vested or unvested, 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 an agreement between the reporting person and Parent, effective upon the Effective Time, an aggregate of 150,000 unvested DSUs were assumed by Parent and converted into restricted stock units of Parent representing a contingent right to receive certain shares of Parent's capital stock. Pursuant to the Merger Agreement, effective upon the Effective Time, an aggregate of 29,539 vested DSUs and 30,024 unvested DSUs were cancelled and extinguished and, in exchange therefore, were 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 the such vested DSUs 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.
F11 Pursuant to the Merger Agreement, effective upon the Effective Time, each Company option to purchase shares of Common Stock (each, an "Option"), that was outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested 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 Option and (B) the excess, if any, of the Merger Consideration over any per share exercise or purchase price of such Option immediately prior to such cancellation; provided, however, that any Option that had an exercise price equal to or greater than the Merger Consideration was cancelled without any consideration therefor immediately prior to the Effective Time.
F12 Pursuant to the Merger Agreement, these Options were cancelled effective upon the Effective Time without any consideration therefor because the per share exercise price of such Option ($4.31) was greater than the Merger Consideration.
F13 Pursuant to the Merger Agreement, these Options were cancelled effective upon the Effective without any consideration therefor because the per share exercise price of such Option ($5.17) was greater than the Merger Consideration.
F14 Pursuant to the Merger Agreement, these Options were cancelled effective upon the Effective without any consideration therefor because the per share exercise price of such Option ($4.65) was greater than the Merger Consideration.

Remarks:

In connection with the transaction contemplated by the Merger Agreement, the reporting person ceased to be a Section 16 reporting person.