Greenhill Robert F Form 4/A GREENHILL & CO / ROBERT F GREENHILL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREENHILL ROBERT F

(Last) (First) (Middle)

GREENHILL & CO., INC.

300 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GREENHILL & CO INC [ GHL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/27/2017

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/25/2017		A		579,710(1)(2)	A	$17.25(1)(2)	579,710	I	See Footnote(3)
Common Stock								277,545	D
Common Stock								989,524	I	See Footnote(4)
Common Stock								239,680	I	See Footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Robert F. Greenhill 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 Transaction. The Reported Transaction was entered into pursuant to a subscription agreement by and between Greenhill & Co., Inc. (the "Company") and Socatean Partners, a Connecticut general partnership of which Robert F. Greenhill is managing general partner, which provides that the Company agrees to issue and sell to Socatean Partners, and Socatean Partners agrees 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").

2. Due 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.

3. These shares of Common Stock are directly owned by Socatean Partners, a Connecticut general partnership of which Robert F. Greenhill is managing general partner. Robert F. Greenhill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. These shares of Common Stock are directly owned by Greenhill Family Partnership, a Delaware Limited Partnership, of which Robert F. Greenhill is the general partner. Robert F. Greenhill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. These shares of Common Stock are directly owned by Riversville Aircraft Corporation II, a Delaware corporation, which is controlled by Robert F. Greenhill.

Remarks:

	/s/ Ricardo Lima, Attorney-in-Fact for Robert F. Greenhill	11/09/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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