SEC Form 4 · accession 0001209191-17-054087
GREENHILL & CO INC · GHL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Scott L Bok
Officer — Chief Executive Officer · Director
Period of report
Sep 25, 2017
Accepted (ET)
Sep 27, 2017 · 11:51 am EDT
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 StockF1,F2 | Sep 25, 2017 | A | 470,588 | $17.00 | A | 608,739 | D | |
| Common StockF1,F2,F3 | Sep 25, 2017 | A | 117,647 | $17.00 | A | 142,647 | I | See Footnote |
| Common StockF4 | holding | — | — | — | 320,552 | I | By grantor retained annuity trust | |
| Common StockF5 | holding | — | — | — | 288,783 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These transactions were both entered into pursuant to a subscription agreement by and between Greenhill & Co., Inc. (the "Company"), Scott L. Bok ("Mr. Bok") and Bok Family Partners L.P., a Delaware limited partnership of which Mr. Bok is the general partner (together with Mr. Bok, the "Bok Purchasers"), which provides that the Company agrees to issue and sell to the Bok Purchasers, and the Bok Purchasers agree to subscribe and purchase from the Company, shares of the Company's Common Stock, par value $0.01 per share, at an aggregate purchase price of $10,000,000 and at a price per share equal to the price per share paid in the Company's upcoming tender offer (the "Tender Offer") or, if the Tender Offer is terminated, at a price per share equal to the volume weighted average trading price of the shares for the 5 consecutive trading days after the day of termination of the Tender Offer.
- F2Due to a 1000 character limit, Footnote 2 is a continuation of Footnote 1: The listed amount of shares acquired and the listed price per share paid in these transactions assume the Tender Offer is completed at $17.00 per share. The actual number of shares issued will depend on whether the Tender Offer is completed and at what price per share.
- F3These shares of Common Stock are directly owned by Bok Family Partners L.P. Mr. Bok disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
- F4On November 16, 2015, Mr. Bok 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, of which 79,448 shares reverted back to Mr. Bok on November 16, 2016 pursuant to the terms of such trust.
- F5These shares of Common Stock are directly owned by the Bok Family Foundation. Mr. Bok expressly disclaims beneficial ownership of these securities.