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13D Filing: Bulldog Investors and Hill International, Inc. (HIL)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Bulldog Investors 2,063,331 1,865,500 2,063,331 1,865,500 7.62%
Phillip Goldstein 2,063,331 1,865,500 2,063,331 1,865,500 7.62%
Andrew Dakos 2,063,331 1,865,500 2,063,331 1,865,500 7.62%
Steven Samuels 2,063,331 1,865,500 2,063,331 1,865,500 7.62%
Phillip Goldstein, Andrew Dakos And Steven Samuels
Phillip Goldstein, Andrew Dakos And Steven Samuels
Bulldog Investors

Page 1 of 1 – SEC Filing

SCHEDULE 13D/A

DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
3/29/16

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
2,063,331

8. SHARED VOTING POWER
1,865,500

9. SOLE DISPOSITIVE POWER
2,063,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,865,500

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,928,831(Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.62%

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
2,063,331

8. SHARED VOTING POWER
1,865,500

9. SOLE DISPOSITIVE POWER
2,063,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,865,500

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,928,831(Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.62%

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
2,063,331

8. SHARED VOTING POWER
1,865,500

9. SOLE DISPOSITIVE POWER
2,063,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,865,500

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,928,831(Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.62%

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
2,063,331

8. SHARED VOTING POWER
1,865,500

9. SOLE DISPOSITIVE POWER
2,063,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,865,500

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,928,831(Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.62%

14. TYPE OF REPORTING PERSON

IN
_______________________________________________________

Item 1. SECURITY AND ISSUER

This statement constitutes Amendment #7 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 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 March 28, 2016, Bulldog Investors, LLC is deemed to be the beneficial
owner of 3,928,831 shares of HIL (representing 7.62% 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 3,928,831 shares of HIL include 2,063,331
shares (representing 4.00% 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 3,928,831 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 1,865,500 shares (representing 3.62% of HIL’s
outstanding shares).

(b)Bulldog Investors,LLC has sole power to dispose of and vote 2,063,331 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,865,500 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 2/17/16 the following shares of HIL were sold:

Date: Shares: Price:
3/4/16 5,000 3.70
3/4/16 748 3.72
3/7/16 5,000 3.70
3/7/16 1,518 3.82
3/7/16 2,734 3.77

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: 3/29/16

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

March 29, 2016

Gary F. Mazzucco, Independent Director
Brian W. Clymer, Independent Director
Steven M. Kramer, Independent Director
Steven R. Curts, Independent Director
Camille S. Andrews, Independent Director
Alan S. Fellheimer, Independent Director
Craig L. Martin, Independent Director
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, Pa 19103

Dear Independent Directors:

As you know, last year Hill defended and lost a lawsuit to allow our
affiliate to nominate candidates and present proposals at the annual meeting
of shareholders. Hill’s legal expenses likely totaled well in excess of
$1 million including a $400,000 payment to our affiliate’s counsel.

It is possible that not all of you fully appreciate that you have a
fiduciary duty to refuse to approve any corporate action that has no
legitimate business purpose or that is intended to interfere with shareholders’
voting rights. As set forth in Aprahamian v. HBO & Co., 531 A.2d 1204, (Del.
Ch. 1987):

The corporate election process, if it is to have any validity, must
be conducted with scrupulous fairness and without any advantage being
conferred or denied to any candidate or slate of candidates. In the
interests of corporate democracy, those in charge of the election
machinery of a corporation must be held to the highest standards in
providing for and conducting corporate elections.

Also, see International Banknote Co. v. Muller, 713 F.Supp. 612, 623 (S.D.N.Y.
1989) (“Courts have consistently found that corporate management subjects
shareholders to irreparable harm by denying them the right to vote their shares
or unnecessarily frustrating them in their attempt to obtain representation on
the board of directors.”) Moreover, because “the shareholder franchise is the
ideological underpinning upon which the legitimacy of directorial power rests…
the deferential business judgment rule does not apply to board acts taken for
the primary purpose of interfering with a stockholder’s vote, even if taken
advisedly and in good faith.” Blasius Indus., Inc. v. Atlas Corp., 564 A.2d
651 (Del.Ch.1988).

As you know, we recently gave formal notice of our intent to nominate
candidates for directors and present several proposals for a vote at the 2016
annual meeting of shareholders.

Surely, it is in in Hill’s interest to avoid the sort of wasteful litigation
that occurred last year. While we understand that some of you may disagree with
our prescriptions for enhancing shareholder value, all we ask is that you
fulfill your duty to afford Hill’s shareholders a fair opportunity to exercise
their franchise rights. To that end, we would like to arrange a brief in person
or telephonic meeting with the independent directors to discuss the ground rules
for the 2016 annual meeting to ensure that it is conducted fairly.

We urge you to discuss this matter with your fellow independent directors
and ask that you get back to us to schedule a meeting. We look forward to your
prompt response. Thank you.

Very truly yours,

/S/ Phillip Goldstein

Phillip Goldstein
Member

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