Gitanjali Pinto Faleiro Form 4 GREENHILL & CO / Gitanjali Pinto Faleiro 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^*

Faleiro Gitanjali Pinto

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2023

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	02/06/2023		M		6,090	A	$13.85	15,064	D
Common Stock	02/06/2023		F		3,691	D	$13.85	11,373	D
Common Stock	02/06/2023		M		2,941	A	$13.85	14,314	D
Common Stock	02/06/2023		F		1,763	D	$13.85	12,551	D
Common Stock	02/06/2023		M		2,383	A	$13.85	14,934	D
Common Stock	02/06/2023		F		1,297	D	$13.85	13,637	D

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	(1)	02/06/2023		M			6,090	(1)	(1)	Common Stock	6,090	$13.85	6,091	D
Restricted Stock Units	(2)	02/06/2023		M			2,941	(2)	(2)	Common Stock	2,941	$13.85	5,883	D
Restricted Stock Units	(3)	02/06/2023		M			2,383	(3)	(3)	Common Stock	2,383	$13.85	7,151	D

Explanation of Responses:

1. This restricted stock unit award was granted on March 12, 2020 under the Greenhill & Co., Inc. 2019 Equity Incentive Plan. The units comprising the award vest in equal increments on January 1 of each of the first, second, third and fourth calendar years following 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 6, 2023, the third vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.

2. This restricted stock unit award was granted on February 3, 2021 under the Greenhill & Co., Inc. 2019 Equity Incentive Plan. The units comprising the award vest in equal increments on January 1 of each of the first, second, third and fourth calendar years following 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 6, 2023, the second vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.

3. This restricted stock unit award was granted on February 1, 2022 under the Greenhill & Co., Inc. 2019 Equity Incentive Plan. The units comprising the award vest in equal increments on January 1 of each of the first, second, third and fourth calendar years following 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 6, 2023, the first vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.

Remarks:

	/s/ Harold J. Rodriguez, Jr., Attorney-in-Fact for Gitanjali Faleiro	02/08/2023
	** Signature of Reporting Person	Date
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