SEC Form 4 · accession 0001209191-16-094132
GREENHILL & CO INC · GHL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott L Bok
Officer — Chief Executive Officer · Director
Period of report
Jan 27, 2016
Accepted (ET)
Jan 29, 2016 · 4:05 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 | holding | — | — | — | 6,377 | D | ||
| Common StockF1 | holding | — | — | — | 400,000 | I | By grantor retained annuity trust | |
| Common StockF2 | holding | — | — | — | 25,000 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 288,783 | 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 UnitsF4,F5 | — | Jan 27, 2016 | A | 87,714 | A | — | — | Common Stock | 87,714 | 87,714 | D |
Explanation of responses
- F1On November 16, 2015, the reporting person contributed 400,000 shares of Greenhill & Co., Inc. common stock to a grantor retained annuity trust for the benefit of himself and his two children.
- F2These shares of Common Stock are directly owned by Bok Family Partners L.P., a Delaware limited partnership, of which Scott L. Bok is the general partner. Scott L. Bok disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F3These shares of Common Stock are directly owned by the Bok Family Foundation. Scott L. Bok expressly disclaims beneficial ownership of these securities.
- F4As announced by Greenhill & Co., Inc. on its Current Report on Form 8-K dated January 29, 2016, Performance-Based Restricted Stock Units (PRSUs) were also granted to Scott L. Bok on January 27, 2016. Additional information on these PRSUs is provided in such Form 8-K.
- F5This restricted stock unit award was granted on January 27, 2016 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in full on January 1 of the third 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.