SEC Form 4 · accession 0001209191-18-009067

GREENHILL & CO INC · GHL

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

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Feb 8, 2018

Accepted (ET)

Feb 12, 2018 · 11:51 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 8, 2018	M	49,269	$0.00	A	802,088	D
Common Stock	Feb 8, 2018	F	25,652	$18.40	D	776,436	D
Common Stock^F1	holding	—	—		—	169,652	I	By grantor retained annuity trust
Common Stock^F2	holding	—	—		—	140,942	I	See Footnote
Common Stock^F3	holding	—	—		—	288,783	I	See Footnote

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F4	—	Feb 8, 2018	M	49,269	D	—	—	Common Stock	49,269	0	D

F1On 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 and 150,900 shares reverted back to Mr. Bok on November 16, 2016 and November 16, 2017, respectively, pursuant to the terms of such trust.
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.
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 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 8, 2018, the vesting in full of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.