SEC Form 4 · accession 0001209191-18-009075
GREENHILL & CO INC · GHL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin M Costantino
Officer — President
Period of report
Feb 8, 2018
Accepted (ET)
Feb 12, 2018 · 12:19 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 | Feb 8, 2018 | M | 1,224 | $0.00 | A | 16,263 | D | |
| Common Stock | Feb 8, 2018 | F | 627 | $18.40 | D | 15,636 | D | |
| Common Stock | Feb 8, 2018 | M | 2,110 | $0.00 | A | 17,746 | D | |
| Common Stock | Feb 8, 2018 | F | 1,081 | $18.40 | D | 16,665 | D | |
| Common Stock | Feb 8, 2018 | M | 3,478 | $0.00 | A | 20,143 | D | |
| Common Stock | Feb 8, 2018 | F | 1,782 | $18.40 | D | 18,361 | D | |
| Common Stock | Feb 8, 2018 | M | 7,381 | $0.00 | A | 25,742 | D | |
| Common Stock | Feb 8, 2018 | F | 3,781 | $18.40 | D | 21,961 | D | |
| Common Stock | Feb 8, 2018 | M | 4,203 | $0.00 | A | 26,164 | D | |
| Common Stock | Feb 8, 2018 | F | 2,118 | $18.40 | D | 24,046 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Feb 8, 2018 | M | 1,224 | D | — | — | Common Stock | 1,224 | 0 | D |
| Restricted Stock UnitsF2 | — | Feb 8, 2018 | M | 2,110 | D | — | — | Common Stock | 2,110 | 2,110 | D |
| Restricted Stock UnitsF3 | — | Feb 8, 2018 | M | 3,478 | D | — | — | Common Stock | 3,478 | 6,957 | D |
| Restricted Stock UnitsF4 | — | Feb 8, 2018 | M | 7,381 | D | — | — | Common Stock | 7,381 | 22,143 | D |
| Restricted Stock UnitsF5 | — | Feb 8, 2018 | M | 4,203 | D | — | — | Common Stock | 4,203 | 16,813 | D |
Explanation of responses
- F1This 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 8, 2018, the fifth vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
- F2This restricted stock unit award was granted on February 4, 2014 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 8, 2018, the fourth vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
- F3This restricted stock unit award was granted on February 9, 2015 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 8, 2018, the third vesting 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 27, 2016 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 8, 2018, the second vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
- F5This restricted stock unit award was granted on January 26, 2017 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in increments of 20% on the first anniversary of the date of grant, 20% on the second anniversary of the date of grant, 30% on the third anniversary of the date of grant and 30% on the fourth anniversary 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 8, 2018, the first vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.