SEC Form 4 · accession 0001209191-19-008321
GREENHILL & CO INC · GHL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott L Bok
Officer — Chief Executive Officer · Director
Period of report
Feb 5, 2019
Accepted (ET)
Feb 7, 2019 · 8:24 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 | Feb 5, 2019 | M | 50,312 | $0.00 | A | 219,964 | D | |
| Common Stock | Feb 5, 2019 | F | 26,777 | $25.21 | D | 193,187 | D | |
| Common Stock | Feb 5, 2019 | M | 87,714 | $0.00 | A | 280,901 | D | |
| Common Stock | Feb 5, 2019 | F | 46,144 | $25.21 | D | 234,757 | D | |
| Common Stock | Feb 5, 2019 | M | 62,336 | $0.00 | A | 297,093 | D | |
| Common Stock | Feb 5, 2019 | F | 33,176 | $25.21 | D | 263,917 | D | |
| Common StockF2 | holding | — | — | — | 728,243 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 288,783 | I | See Footnote | |
| Common StockF4 | holding | — | — | — | 409,859 | I | By grantor retained annuity trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5 | — | Feb 5, 2019 | M | 50,312 | D | — | — | Common Stock | 50,312 | 0 | D |
| Restricted Stock UnitsF6 | — | Feb 5, 2019 | M | 87,714 | D | — | — | Common Stock | 87,714 | 0 | D |
| Performance Stock UnitsF7 | — | Feb 5, 2019 | M | 62,336 | D | — | — | Common Stock | 62,336 | 0 | D |
| Restricted Stock UnitsF8 | — | Feb 5, 2019 | A | 117,017 | A | — | — | Common Stock | 117,017 | 117,017 | D |
Explanation of responses
- 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 the remaining 169,652 shares on November 16, 2018 reverted back to Mr. Bok 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. Mr. Bok expressly disclaims beneficial ownership of these securities.
- F4On November 7, 2018, Mr. Bok contributed 409,859 shares of Greenhill & CO., Inc. Common Stock to a grantor retained annuity trust for the benefit of himself and his tow children.
- F5This 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 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 4, 2019, the vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
- F6This 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 full on January 1 of the third 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 4, 2019, the restricted stock award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
- F7These Performance-Based Restricted Stock Units ("PRSUs") were granted on January 27, 2016, but were conditional upon Greenhill & Co., Inc. (the "Issuer") meeting certain growth performance goals between January 1, 2016 and December 31, 2018 (the "Performance Period"). On January 30, 2019, the Compensation Committee of the Issuer's Board of Directors determined the extent to which the Issuer met the performance goals for the Performance Period and the number of PRSUs that vested for the Reporting Person. Each PRSU represents the right to receive one share of Common Stock. On February 4, 2019, the vesting of this PRSU was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
- F8This restricted stock unit award was granted on February 4, 2019 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.