SEC Form 4 · accession 0001209191-15-009139

GREENHILL & CO INC · GHL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert F Greenhill

Director · Other

Period of report

Feb 3, 2015

Accepted (ET)

Feb 3, 2015 · 7:28 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001282977

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Feb 3, 2015	M	69,374	$0.00	A	234,078	D
Common Stock	Feb 3, 2015	F	31,617	$34.40	D	202,461	D
Common Stock	Feb 3, 2015	M	4,584	$0.00	A	207,045	D
Common Stock	Feb 3, 2015	F	2,364	$34.40	D	204,681	D
Common Stock	Feb 3, 2015	M	9,854	$0.00	A	214,535	D
Common Stock	Feb 3, 2015	F	5,082	$34.40	D	209,453	D
Common Stock^F1	holding	—	—		—	989,524	I	See Footnote
Common Stock^F2	holding	—	—		—	239,680	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3	—	Feb 3, 2015	M	69,374	D	—	—	Common Stock	69,374	0	D
Restricted Stock Units^F4	—	Feb 3, 2015	M	4,584	D	—	—	Common Stock	4,584	0	D
Restricted Stock Units^F5	—	Feb 3, 2015	M	9,854	D	—	—	Common Stock	9,854	29,562	D

Explanation of responses

F1These shares of Common Stock are directly owned by Greenhill Family Partnership, a Delaware Limited Partnership, of which Robert F. Greenhill is the general partner. Robert F. Greenhill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F2These shares of Common Stock are directly owned by Riversville Aircraft Corporation II, a Delaware corporation, which is controlled by Robert F. Greenhill.
F3This restricted stock unit award was granted on January 27, 2010 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in full on January 1 of the fifth calendar year following the grant date and are subject to payment within 75 days following such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 3, 2015, the vesting in full of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
F4This restricted stock unit award was granted on January 27, 2010 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 3, 2015, the fifth vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
F5This restricted stock unit award was granted on January 30, 2013 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 3, 2015, the second vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.