SEC Form 4 · accession 0001209191-16-095122
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 1, 2016
Accepted (ET)
Feb 3, 2016 · 10:26 am 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 1, 2016 | M | 35,077 | $0.00 | A | 244,530 | D | |
| Common Stock | Feb 1, 2016 | F | 13,774 | $25.37 | D | 230,756 | D | |
| Common Stock | Feb 1, 2016 | M | 9,854 | $0.00 | A | 240,610 | D | |
| Common Stock | Feb 1, 2016 | F | 3,758 | $25.37 | D | 236,852 | D | |
| Common StockF1 | holding | — | — | — | 989,524 | I | See Footnote | |
| Common StockF2 | 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 UnitsF3 | — | Feb 1, 2016 | M | 35,077 | D | — | — | Common Stock | 35,077 | 0 | D |
| Restricted Stock UnitsF4 | — | Feb 1, 2016 | M | 9,854 | D | — | — | Common Stock | 9,854 | 19,708 | 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 February 7, 2011 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 1, 2016, 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 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 1, 2016, the third vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.