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Hill International Inc. (HIL): James Mai’s Cornwall Capital Management Discloses Activist Stake

James Mai’s Cornwall Capital Management disclosed a 2.9 million share activist stake in Hill International Inc. (NYSE:HIL). Cornwall Capital Management is known for its profitable bets during the subprime crisis. The details of James Mai’s filing can be seen below:

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Cornwall Master 0 2,874,021 0 2,874,021 2,874,021 5.6%
Cornwall Capital Management 0 2,874,021 0 2,874,021 2,874,021 5.6%
Cornwall GP 0 2,874,021 0 2,874,021 2,874,021 5.6%
CMGP 0 2,874,021 0 2,874,021 2,874,021 5.6%
James A. Mai 0 2,874,021 0 2,874,021 2,874,021 5.6%

Page 1 of 10 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Hill
International, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

431466101

(CUSIP Number)

Cornwall Capital Management LP

Attn: Ian D. Haft

570
Lexington Avenue, Suite 1001

New York, New York 10022

(917) 639-5438

With a
copy to:

Richard J. Birns, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New
York, New York 10166

(212) 351-4032

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 12, 2016

(Date of
Event which Requires Filing of this Statement)

 

 

If the filing
person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).

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Page 2 of 10 – SEC Filing


CUSIP No. 431466101
  1 

NAME OF
REPORTING PERSONS

Cornwall Master LP

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  x

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

    WC

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    0

  8

SHARED VOTING POWER

    2,874,021

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    2,874,021

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,874,021

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    5.6%

14

TYPE OF REPORTING PERSON

    PN

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Page 3 of 10 – SEC Filing


CUSIP No. 431466101
  1 

NAME OF
REPORTING PERSONS

Cornwall Capital Management LP

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  x

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

    AF

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    0

  8

SHARED VOTING POWER

    2,874,021

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    2,874,021

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,874,021

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    5.6%

14

TYPE OF REPORTING PERSON

    IA, PN

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Page 4 of 10 – SEC Filing


CUSIP No. 431466101
  1 

NAME OF
REPORTING PERSONS

Cornwall GP, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  x

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

    AF

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    0

  8

SHARED VOTING POWER

    2,874,021

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    2,874,021

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,874,021

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    5.6%

14

TYPE OF REPORTING PERSON

    OO

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Page 5 of 10 – SEC Filing


CUSIP No. 431466101
  1 

NAME OF
REPORTING PERSONS

CMGP, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  x

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

    AF

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    0

  8

SHARED VOTING POWER

    2,874,021

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    2,874,021

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,874,021

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    5.6%

14

TYPE OF REPORTING PERSON

    OO

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Page 6 of 10 – SEC Filing


CUSIP No. 431466101
  1 

NAME OF
REPORTING PERSONS

James A. Mai

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ¨        (b)  x

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

    AF

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)    ¨

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7 

SOLE VOTING POWER

    0

  8

SHARED VOTING POWER

    2,874,021

  9

SOLE DISPOSITIVE POWER

    0

10

SHARED DISPOSITIVE POWER

    2,874,021

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,874,021

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES    ¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

    5.6%

14

TYPE OF REPORTING PERSON

    IN

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Page 7 of 10 – SEC Filing


Item 1. Security and Issuer

This statement on Schedule 13D (this Schedule 13D)
relates to shares of common stock, par value $0.0001 per share (the Common Stock), of Hill International, Inc., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at One Commerce
Square, 2005 Market Street, 17th Floor, Philadelphia, Pennsylvania 19103.

Item 2. Identity and Background
(a) This Schedule 13D is filed on behalf of each of the following persons (collectively, the Reporting Persons):

(i) Cornwall Master LP, a Cayman Islands exempted limited partnership (Master), with respect to the shares of
Common Stock directly held by it;

(ii) Cornwall Capital Management LP, a Delaware limited partnership
(Cornwall), which serves as investment manager to Master, with respect to the shares of Common Stock directly held by Master;

(iii) Cornwall GP, LLC, a Delaware limited liability company (GP), which serves as the general partner of Master,
with respect to the shares of Common Stock directly held by Master;

(iv) CMGP, LLC, a Delaware limited liability company
(CMGP), which serves as the general partner of Cornwall, with respect to the shares of Common Stock directly held by Master; and

(v) James A. Mai, a citizen of the United States (Mr. Mai), who is the principal and Chief Investment Officer of
Cornwall, the managing member of GP and the managing member of CMGP, with respect to the shares of Common Stock directly held by Master. Mr. Mai disclaims beneficial ownership of the shares of Common Stock reported herein.

(b) The business address of each of the Reporting Persons is 570 Lexington Avenue, Suite 1001, New York, New York 10022.
(c) The principal business of: (i) Master is to serve as a private investment limited partnership, (ii) Cornwall is to serve as investment manager to private investment funds, including Master, and to make
investment decisions on behalf of these private investment funds, (iii) GP is to serve as the general partner of private investment funds, including Cornwall Master, (iv) CMGP is to serve as the general partner of Cornwall, and
(v) Mr. Mai, an individual, is to serve as principal and Chief Investment Officer of Cornwall and as managing member of GP.
(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is
subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Mai is a citizen of the United States. The places of organization of each of the other Reporting Persons are listed in paragraph (a) of this Item 2.
Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons used
approximately $9,887,995 (including brokerage commissions) in the aggregate to purchase the shares of Common Stock reported in this Schedule 13D. The funds used to acquire the Common Stock reported herein were derived from general working capital
made in the ordinary course of business.

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Page 8 of 10 – SEC Filing


Item 4. Purpose of Transaction
(a)-(j) The Reporting Persons purchased the Common Stock for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and in connection therewith, may have discussions
with the Issuer, which may include discussions regarding the corporate governance, financial condition, strategic transactions and/or operations of the Issuer.

The Reporting Persons may from time to time and at any time in the future, depending on various factors, including, without limitation, the
outcome of any discussions referenced above, other investment opportunities available to the Reporting Persons, conditions in the securities markets and general economic and industry conditions, take such actions with respect to their investment in
the Issuer as they deem appropriate at the time including but not limited to: (i) acquiring additional Common Stock and/or other equity, debt, notes, other securities, including but not limited to derivative or other instruments that are based
upon or relate to the value of the Common Stock or the Issuer (collectively, Securities) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) nominating or
recommending candidates to serve on the board of directors of the Issuer; (iv) discussing the various potential alternatives and strategies regarding the Issuer with others, including but not limited to interested market and industry
participants; (v) entering into agreements or understandings with other shareholders of the Issuer with respect to the voting, holding and/or disposition of Securities; or (vi) proposing or considering any one or more of the actions
described in subsections (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer
(a), (b) The aggregate number of shares of Common Stock to which this Schedule 13D relates is 2,874,021 shares. Based upon 51,701,442 shares outstanding as of March 9, 2016, as reported in the Issuers annual report on
Form 10-K filed March 29, 2016 for the fiscal year ended December 31, 2015, the Reporting Persons shares of Common Stock represent approximately 5.559% of the Issuers outstanding Common Stock.

Each of the Reporting Persons may be deemed the beneficial owner of the Common Stock reported herein. Each of the Reporting Persons have the
shared power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Common Stock reported herein.

(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share for all transactions by the Reporting Persons in the Common Stock within the last 60 days, all of which were brokered
transactions effected in the open market (unless otherwise noted), are set forth below.

Reporting Person

Trade Date Purchased (Sold) Price / Share

Master

3/9/2016 (50,000 ) $ 3.27

Master

3/10/2016 (52,045 ) $ 3.19

Master

3/11/2016 (19,688 ) $ 3.29

Master

3/14/2016 (28,267 ) $ 3.28

Master

3/15/2016 (7,400 ) $ 3.26

Master

3/21/2016 (13,635 ) $ 3.24

Master

3/22/2016 (23,016 ) $ 3.21

Master

4/5/2016 150,000 $ 3.29

Master

4/6/2016 18,000 $ 3.34

Master

4/7/2016 25,000 $ 3.32

Master

4/8/2016 10,000 $ 3.35

Master

4/11/2016 32,000 $ 3.45

Master

4/12/2016 2,520 $ 3.50

Master

4/12/2016 20,000 $ 3.50

Master

4/13/2016 40,000 $ 3.79

Master

4/14/2016 26,000 $ 3.90

Master

4/19/2016 134,790 $ 4.15

Master

4/20/2016 49,659 $ 4.15

Master

4/21/2016 19,303 $ 4.15

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Page 9 of 10 – SEC Filing


(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On April 22, 2016, the Reporting Persons entered into a Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf
of each of them of this Schedule 13D (and any amendments thereto) with respect to the securities of the Issuer. Such Joint Filing Agreement is attached hereto as Exhibit 1.

Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement, dated April 22, 2016, by and among Cornwall Master LP, Cornwall Capital Management LP, Cornwall GP, LLC, CMGP, LLC, and James Mai

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Page 10 of 10 – SEC Filing


SIGNATURES

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certified
that the information set forth in this statement is true, complete and correct.

Dated: April 22, 2016

CORNWALL MASTER LP
By: Cornwall GP, LLC, its general partner
By:

/s/ James A. Mai

Name: James A. Mai
Title: Managing Member
CORNWALL CAPITAL MANAGEMENT LP
By: CMGP, LLC, its general partner
By:

/s/ James A. Mai

Name: James A. Mai
Title: Managing Member
CORNWALL GP, LLC
By:

/s/ James A. Mai

Name: James A. Mai
Title: Managing Member
CMGP, LLC
By:

/s/ James A. Mai

Name: James A. Mai
Title: Managing Member
JAMES A. MAI

/s/ James A. Mai

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