Sec Form 13D Filing - BOK SCOTT L filing for GREENHILL & CO INC (GHL) - 2020-08-25

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)

Scott L. Bok

c/o Greenhill & Co., Inc.

300 Park Avenue

New York, New York 10022

(212) 389-1500

with a copy to:

Harold J. Rodriguez, Jr.

Greenhill & Co., Inc.

300 Park Avenue

New York, New York 10022

(212) 389-1500

(Name, address and telephone number of person authorized to receive notices and communications)

August 21, 2020

(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 (this “Amendment No. 5”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission on January 10, 2018, as amended on June 26, 2018, November 13, 2018, August 22, 2019 and January 16, 2020 (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 January 16, 2020 is attributable to (i) Scott L. Bok receiving 90,144 Shares on February 6, 2020 from the settlement of Restricted Stock Units (193,360 vested and 103,216 Shares were withheld to satisfy applicable tax withholding obligations) and (ii) Scott L. Bok’s purchase on the open market of 27,284 Shares on July 28, 2020; 57,383 Shares on July 29, 2020; 63,947 Shares on July 30, 2020; 2,616 Shares on August 20, 2020; 28,745 Shares on August 21, 2020 and 34,600 Shares on August 24, 2020. In addition, this Amendment No. 5 reflects that on March 17, 2020, Scott L. Bok transferred 178,662 Shares from his direct beneficial ownership to that of the Scott L. Bok March 2020 Annuity Trust (the “Intra-Group Transfer”). The Intra- Group Transfer resulted in no change in the aggregate number of Shares beneficially owned by the Reporting Persons. 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 3 is hereby amended to add the following:

On July 28, 2020, Scott L. Bok purchased 27,284 Shares through a broker on the open market at a price per share of $10.43. The source of funds for such purchase was personal funds of Scott L. Bok.

On July 29, 2020, Scott L. Bok purchased 57,383 Shares through a broker on the open market at a price per share of $10.94. The source of funds for such purchase was personal funds of Scott L. Bok.

On July 30, 2020, Scott L. Bok purchased 63,947 Shares through a broker on the open market at a price per share of $11.21. The source of funds for such purchase was personal funds of Scott L. Bok.

On August 20, 2020, Scott L. Bok purchased 2,616 Shares through a broker on the open market at a price per share of $11.23. The source of funds for such purchase was personal funds of Scott L. Bok.

On August 21, 2020, Scott L. Bok purchased 28,745 Shares through a broker on the open market at a price per share of $11.07. The source of funds for such purchase was personal funds of Scott L. Bok.

On August 24, 2020, Scott L. Bok purchased 34,600 Shares through a broker on the open market at a price per share of $11.33. The source of funds for such purchase was personal funds of Scott L. Bok.

Item 4 is hereby amended to add the following:

As of March 17, 2020, an additional grantor retained annuity trust of which Scott L. Bok is the sole trustee was added as a Reporting Person.

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 18,963,567 Shares outstanding as of August 24, 2020.

As of the date hereof, the Reporting Persons beneficially own 2,171,502 Shares as a group, representing approximately 11.5% of the outstanding Shares.

Scott L. Bok. Scott L. Bok is the direct beneficial owner of 90,144 Shares, representing approximately 0.5% of the outstanding Shares.

Bok Family Partners, L.P. Scott L. Bok controls Bok Family Partners, L.P. Bok Family Partners, L.P. is the direct beneficial owner of 1,082,038 Shares, representing approximately 5.7% of the outstanding Shares.

Bok Family Foundation. Scott L. Bok controls the Bok Family Foundation. The Bok Family Foundation is the direct beneficial owner of 288,783 Shares, representing approximately 1.5% of the outstanding Shares.

Scott L. Bok November 2018 Annuity Trust. Scott L. Bok controls the Scott L. Bok November 2018 Annuity Trust. The Scott L. Bok November 2018 Annuity Trust is the direct beneficial owner of 267,958 Shares, representing approximately 1.4% of the outstanding Shares.

Scott L. Bok May 2019 Annuity Trust. Scott L. Bok controls the Scott L. Bok May 2019 Annuity Trust. The Scott L. Bok May 2019 Annuity Trust is the direct beneficial owner of 263,917 Shares, representing approximately 1.4% of the outstanding Shares.

Scott L. Bok March 2020 Annuity Trust. Scott L. Bok controls the Scott L. Bok March 2020 Annuity Trust. The Scott L. Bok March 2020 Annuity Trust is the direct beneficial owner of 178,662 Shares, representing approximately 0.9% of the outstanding Shares.

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

(i) Sole power to vote or to direct the vote: See item 7 on the Cover Pages to this Amendment No. 5.

(ii) Shared power to vote or to direct the vote: See item 8 on the Cover Pages to this Amendment No. 5.

(iii) Sole power to dispose or to direct the disposition: See item 9 on the Cover Pages to this Amendment No. 5.

(iv) Shared power to dispose or to direct the disposition: See item 10 on the Cover Pages to this Amendment No. 5.

(c) On July 28, 2020, Scott L. Bok purchased 27,284 Shares through a broker on the open market at a price per share of $10.43.

On July 29, 2020, Scott L. Bok purchased 57,383 Shares through a broker on the open market at a price per share of $10.94.

On July 30, 2020, Scott L. Bok purchased 63,947 Shares through a broker on the open market at a price per share of $11.21.

On August 20, 2020, Scott L. Bok purchased 2,616 Shares through a broker on the open market at a price per share of $11.23.

On August 21, 2020, Scott L. Bok purchased 28,745 Shares through a broker on the open market at a price per share of $11.07.

On August 24, 2020, Scott L. Bok purchased 34,600 Shares through a broker on the open market at a price per share of $11.33.

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.

The fifth paragraph of Item 6 is hereby amended and restated as follows:

Joinder Agreements. On November 13, 2018, August 21, 2019 and August 25, 2020, Scott L. Bok, in his capacity as trustee of the Scott L. Bok November 2018 Annuity Trust, the Scott L. Bok May 2019 Annuity Trust and the Scott L. Bok March 2020 Annuity Trust, respectively, executed a joinder agreement (each a “Joinder Agreement” and, together, the “Joinder Agreements”) to the Joint Filing Agreement, pursuant to which the Scott L. Bok November 2018 Annuity Trust, the Scott L. Bok May 2019 Annuity Trust and the Scott L. Bok March 2020 Annuity Trust agreed to be bound by the terms and conditions set forth in the Joint Filing Agreement providing for the joint filing on behalf of each of the Reporting Persons of statements on Schedule 13D with respect the securities of the Issuer to the extent required by applicable law. This summary of the Joinder Agreements is qualified in its entirety by reference to the Joinder Agreements, copies of which are attached hereto as Exhibits 4, 6 and 7, respectively, and incorporated herein by reference.

Item 7 is hereby amended to add the following:

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: August 25, 2020

EXHIBIT INDEX