SEC Form 4 · accession 0001209191-19-008322
GREENHILL & CO INC · GHL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Harold J Rodriguez Jr.
Officer — Chief Financial Officer
Period of report
Feb 5, 2019
Accepted (ET)
Feb 7, 2019 · 8:25 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 5, 2019 | M | 20,113 | $0.00 | A | 77,035 | D | |
| Common Stock | Feb 5, 2019 | F | 9,448 | $25.21 | D | 67,587 | D | |
| Common Stock | Feb 5, 2019 | M | 6,919 | $0.00 | A | 74,506 | D | |
| Common Stock | Feb 5, 2019 | F | 3,250 | $25.21 | D | 71,256 | D | |
| Common Stock | Feb 5, 2019 | M | 4,729 | $0.00 | A | 75,985 | D | |
| Common Stock | Feb 5, 2019 | F | 2,200 | $25.21 | D | 73,785 | D | |
| Common StockF1 | holding | — | — | — | 52,285 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Feb 5, 2019 | M | 20,113 | D | — | — | Common Stock | 20,113 | 0 | D |
| Restricted Stock UnitsF3 | — | Feb 5, 2019 | M | 6,919 | D | — | — | Common Stock | 6,919 | 13,839 | D |
| Restricted Stock UnitsF4 | — | Feb 5, 2019 | M | 4,729 | D | — | — | Common Stock | 4,729 | 14,186 | D |
| Restricted Stock UnitsF5 | — | Feb 5, 2019 | A | 49,583 | A | — | — | Common Stock | 49,583 | 49,583 | D |
Explanation of responses
- F1These shares are directly owned by Jacquelyn F. Rodriguez, the wife of Harold J. Rodriguez, Jr.
- 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 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 5, 2019, the 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 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 5, 2019, 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 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 5, 2019, 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 February 5, 2019 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vests in increments of 50% on the fifth anniversary of the date of grant and 50% on the sixth 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.