Sec Form 13D Filing - GREENHILL ROBERT F filing for GREENHILL & CO INC (GHL) - 2022-01-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(a) and Amendments Thereto Filed

Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Greenhill & Co., Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

395259104

(CUSIP Number)

Robert F. Greenhill

c/o Greenhill & Co., Inc.

1271 Avenue of the Americas

New York, New York 10020

(212) 389-1500

with a copy to:

Harold J. Rodriguez, Jr.

Greenhill & Co., Inc.

1271 Avenue of the Americas

New York, New York 10020

(212) 389-1500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 8, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Explanatory Note

The purpose of this Amendment No. 5 (the “Amendment No. 5”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission on November 17, 2017, as amended on May 25, 2018, September 4, 2018, November 15, 2018 and October 17, 2019 (the “Schedule 13D”) is to reflect an increase in the percentage of the shares of Common Stock, par value $0.01 per share (the “Shares”), of Greenhill & Co., Inc., a Delaware corporation (the “Issuer”), beneficially owned by the Reporting Persons. The increase in the percentage of the Shares beneficially owned by the Reporting Persons since the Schedule 13D was last amended on October 17, 2019 is attributable to (i) Robert F. Greenhill receiving 71,564 Shares on February 6, 2020 from the settlement of vested Restricted Stock Units (140,821 Restricted Stock Units vested and 69,257 Shares were withheld to satisfy applicable tax withholding obligations) and (ii) a decrease in the outstanding Shares. Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 5 and not otherwise defined shall have the respective meanings assigned to such terms in the Schedule 13D.

Item 2. Identity and Background.

Item 2 is hereby amended to reflect that (i) Robert F. Greenhill has ceased to be Senior Chairman of the Issuer and is now Chairman Emeritus of the Issuer and (ii) the address of each of the Reporting Persons has ceased to be c/o Greenhill & Co., Inc., 300 Park Avenue, New York, NY 10022 and is now c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

On February 6, 2020, Robert F. Greenhill received 71,564 Shares from the settlement of vested Restricted Stock Units (140,821 Restricted Stock Units vested and 69,257 Shares were withheld to satisfy applicable tax withholding obligations). This transaction was made pursuant to the Prior Plan (as defined in Item 6).

Item 4. Purpose of Transaction.

The second sentence of the first paragraph under Item 4 is hereby amended and restated as follows:

Robert F. Greenhill is the founder, former Chief Executive Officer, former Chairman of the Board of Directors, former Senior Chairman and current Chairman Emeritus of the Issuer.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a) See Item 9 on the Cover Pages to this Amendment No. 5. Percentages are based on 17,919,275 Shares outstanding as of January 18, 2022.

As of the date hereof, the Reporting Persons beneficially own 2,453,896 Shares as a group, representing approximately 13.7% of the outstanding Shares.

Robert F. Greenhill. Robert F. Greenhill is the direct beneficial owner of 425,212 Shares, representing approximately 2.4% of the outstanding Shares.

Greenhill Family Limited Partnership. Robert F. Greenhill controls Greenhill Family Limited Partnership. Greenhill Family Limited Partnership is the direct beneficial owner of 989,524 Shares, representing approximately 5.5% of the outstanding Shares.

Riversville Aircraft Corporation II. Robert F. Greenhill controls Riversville Aircraft Corporation II. Riversville Aircraft Corporation II is the direct beneficial owner of 239,680 Shares, representing approximately 1.3% of the outstanding Shares.

Socatean Partners. Robert F. Greenhill controls Socatean Partners. Socatean Partners is the direct beneficial owner of 799,480 Shares, representing approximately 4.5% of the outstanding Shares.

(b) Number of Shares as to which each Reporting Person has:

(c) On February 6, 2020, Robert F. Greenhill received 71,564 Shares from the settlement of vested Restricted Stock Units (140,821 Restricted Stock Units vested and 69,257 Shares were withheld to satisfy applicable tax withholding obligations).

Except as described in this Item 5(c), there have been no transactions in Shares effected during the past 60 days by any of the Reporting Persons.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 20, 2022    

EXHIBIT INDEX