SEC Form 4/A · accession 0001209191-17-060050
GREENHILL & CO INC · GHL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Scott L Bok
Officer — Chief Executive Officer · Director
Period of report
Sep 25, 2017
Accepted (ET)
Nov 9, 2017 · 6:04 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 StockF1,F2 | Sep 25, 2017 | A | 463,768 | $17.25 | A | 601,919 | D | |
| Common StockF1,F2,F3 | Sep 25, 2017 | A | 115,942 | $17.25 | A | 140,942 | 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
- F1Scott L. Bok ("Mr. Bok") is filing an amendment to his Form 4, which was filed on September 27, 2017, in order to update the number of securities acquired, the price of the securities acquired and the amount of securities beneficially owned following the Reported Transactions. The Reported Transactions were both entered into pursuant to a subscription agreement by and between Greenhill & Co., Inc. (the "Company"), 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 recently completed tender offer (the "Tender Offer").
- F2Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: The updated amount of shares acquired and price per share paid in these transactions reflect the amount of shares actually acquired and the price per share actually paid when the Reported Transactions closed on November 9, 2017 after the Tender Offer was completed at a price of $17.25 per share.
- F3These 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.
- 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.