Bok Scott L Form 4 GREENHILL & CO / SCOTT L BOK 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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X

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^*

BOK SCOTT L

(Last) (First) (Middle)

GREENHILL & CO., INC.

1271 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10020

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

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2023

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

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	11/30/2023		D		57,087(1)(2)	D	(1)(2)	0	D
Common Stock	11/30/2023		D		288,783(1)(2)	D	(1)(2)	0	I	See Footnote(3)
Common Stock	11/30/2023		D		1,678,388(1)(2)	D	(1)(2)	0	I	See Footnote(4)
Common Stock	11/30/2023		D		194,927(1)(2)	D	(1)(2)	0	I	By grantor retained annuity trust(5)
Common Stock	11/30/2023		D		75,331(1)(2)	D	(1)(2)	0	I	By grantor retained annuity trust(6)
Common Stock	11/30/2023		D		580,023(1)(2)	D	(1)(2)	0	I	By grantor retained annuity trust(7)

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
Restricted Stock Units	(8)	11/30/2023		D			1,029,558	(8)	(8)	Common Stock	1,029,558	(8)	0	D
Perfomance Stock Units	(9)	11/30/2023		D			351,741	(9)	(9)	Common Stock	351,741	(9)	0	D

Explanation of Responses:

1. Reflects the disposition of securities pursuant to the Agreement and Plan of Merger, dated as of May 22, 2023 (the "Merger Agreement"), by and among Greenhill & Co., Inc. a Delaware corporation (the "Company"), Mizuho Americas LLC, a Delaware limited liability company ("Purchaser"), and Blanc Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser ("Sub"), pursuant to which on November 30, 2023, Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly-owned subsidiary of Purchaser.

2. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") (except for shares held by the Company as treasury stock, by any of the Company's subsidiaries, by Purchaser or any of Purchaser's subsidiaries (including Sub), or by any holder who was entitled to demand appraisal and has properly and validly demanded appraisal of such shares of Company Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, was treated as described in the Merger Agreement), was canceled and automatically converted into the right to receive $15.00 in cash (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.

3. These shares of Company Common Stock are directly owned by the Bok Family Foundation. The Reporting Person expressly disclaims beneficial ownership of these securities.

4. These shares of Company Common Stock are directly owned by Bok Family Partners L.P., a Delaware limited partnership, of which the Reporting Person is the general partner. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. On November 12, 2020, the Reporting Person contributed 388,005 shares of Company Common Stock to a grantor retained annuity trust for the benefit of himself and his two children. On November 12, 2021, 63,477 shares reverted back to the Reporting Person's direct beneficial ownership from that of the Scott L. Bok November 2020 Annuity Trust. On November 14, 2022, 129,601 shares reverted back to the Reporting Person's direct beneficial ownership from that of the Scott L. Bok November 2020 Annuity Trust.

6. On November 12, 2021, the Reporting Person contributed 138,356 shares of Company Common Stock to a grantor retained annuity trust for the benefit of himself and his two children. On November 14, 2022, 63,025 shares reverted back to the Reporting Person's direct beneficial ownership from that of the Scott L. Bok November 2021 Grantor Annuity Trust.

7. On November 14, 2022, the Reporting Person contributed 580,023 shares of Company Common Stock to a grantor retained annuity trust for the benefit of himself and his two children.

8. At the Effective Time, pursuant to the Merger Agreement, each of the 1,029,558 outstanding Company restricted stock units held by the Reporting Person was converted into an unvested Purchaser cash-based award with respect to an amount in cash equal to the product obtained by multiplying (a) the Merger Consideration by (b) the number of shares of Company Common Stock covered by such award, which will otherwise remain subject to the same terms and conditions applicable to such award as of immediately prior to the Effective Time.

9. At the Effective Time, pursuant to the Merger Agreement, each of the 351,741 outstanding Company performance stock units held by the Reporting Person became fully vested and was converted into the right to receive an amount in cash equal to the product obtained by multiplying (a) the Merger Consideration by (b) the number of shares of Company Common Stock covered by such award based on the target level of performance.

	/s/ Mark R. Lasky, Attorney-in-Fact for Scott L. Bok	12/01/2023
	** Signature of Reporting Person	Date
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