Sec Form 4 Filing - NIEHAUS ROBERT H @ GREENHILL & CO INC - 2010-02-02

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person NIEHAUS ROBERT H 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) Chairman, GCP (Last) (First) (Middle) GREENHILL & CO., INC., 300 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2010 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/02/2010 M 21,724 A $ 0 112,173 D Common Stock 02/02/2010 F 9,959 D $ 78.48 102,214 D Common Stock 02/02/2010 M 1,818 A $ 0 104,032 D Common Stock 02/02/2010 F 936 D $ 78.48 103,096 D Common Stock 02/02/2010 M 2,535 A $ 0 105,631 D Common Stock 02/02/2010 F 1,306 D $ 78.48 104,325 D Common Stock 02/02/2010 M 1,248 A $ 0 105,573 D Common Stock 02/02/2010 F 643 D $ 78.48 104,930 D Common Stock 1,500 I See footnote ( 5 ) Common Stock 1,500 I See footnote ( 6 ) Common Stock 1,500 I See footnote ( 7 ) Common Stock 20,000 I See footnote ( 8 ) Common Stock 115,335 I See footnote ( 9 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Unit ( 1 ) 02/02/2010 M 21,724 ( 1 ) ( 1 ) Common Stock 21,724 $ 0 0 D Restricted Stock Unit ( 2 ) 02/02/2010 M 1,818 ( 2 ) ( 2 ) Common Stock 1,818 $ 0 1,818 D Restricted Stock Unit ( 3 ) 02/02/2010 M 2,535 ( 3 ) ( 3 ) Common Stock 2,535 $ 0 5,072 D Restricted Stock Unit ( 4 ) 02/02/2010 M 1,248 ( 4 ) ( 4 ) Common Stock 1,248 $ 0 3,744 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NIEHAUS ROBERT H GREENHILL & CO., INC. 300 PARK AVENUE NEW YORK, NY10022 Chairman, GCP Signatures /s/ Ulrika Ekman, Attorney-in-Fact for Robert H. Niehaus 02/04/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This restricted stock unit award was granted on January 1, 2005 under the Greenhill & Co., Inc. Equity Incentive Plan. 100% of the award vested on the fifth anniversary of the date of grant and was subject to payment within 75 days following the 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 vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 2, 2010, the restricted stock unit award was determined to be settled in shares with applicable tax withholding obligation to be satisfied through share withholding. ( 2 )This restricted stock unit award was granted on January 26, 2006 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of 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 2, 2010, the fourth vesting of this restricted stock unit award was determined to be settled in shares with applicable tax withholding obligation to be satisfied through share withholding. ( 3 )This restricted stock unit award was granted on January 31, 2007 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of 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 2, 2010, the third vesting of this restricted stock unit award was determined to be settled in shares with applicable tax withholding obligation to be satisfied through share withholding. ( 4 )This restricted stock unit award was granted on January 30, 2008 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of 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 2, 2010, the second vesting of this restricted stock unit award was determined to be settled in shares with applicable tax withholding obligation to be satisfied through share withholding. ( 5 )These shares are directly owned by the John Robert Niehaus 1994 Trust. The beneficiary of the trust is Robert H. Niehaus's minor child. Robert H. Niehaus disclaims beneficial ownership of these shares. ( 6 )These shares are directly owned by the Peter Southworth Niehaus 1994 Trust. The beneficiary of the trust is Robert H. Niehaus's minor child. Robert H. Niehaus disclaims beneficial ownership of these shares. ( 7 )These shares are directly owned by the Ann Southworth Niehaus 1994 Trust. The beneficiary of the trust is Robert H. Niehaus's minor child. Robert H. Niehaus disclaims beneficial ownership of these shares. ( 8 )These shares are directly owned by the Robert H. Niehaus and Kate Niehaus Foundation. ( 9 )These shares of Common Stock are directly owned by the Robert H. Niehaus 2008 GRAT.

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