Sec Form 4/A Filing - BOK SCOTT L @ GREENHILL & CO INC - 2017-09-25

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Washington, D.C. 20549
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
OMB Number: 3235-0287
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1. Name and Address of Reporting Person *
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (MM/DD/YY)
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
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 09/25/2017 A 463,768 ( 1 ) ( 2 ) A $ 17.25 ( 1 ) ( 2 ) 601,919 D
Common Stock 09/25/2017 A 115,942 ( 1 ) ( 2 ) A $ 17.25 ( 1 ) ( 2 ) 140,942 I See Footnote ( 3 )
Common Stock 320,552 I By grantor retained annuity trust ( 4 )
Common Stock 288,783 I See Footnote ( 5 )
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
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
X Chief Executive Officer
/s/ Ricardo Lima, Attorney-in-Fact for Scott L. Bok 11/09/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Scott L. Bok ("Mr. Bok") is filing an amendment to his Form 4, which was filed on September 27, 2017, in order to update the number of securities acquired, the price of the securities acquired and the amount of securities beneficially owned following the Reported Transactions. The Reported Transactions were both entered into pursuant to a subscription agreement by and between Greenhill & Co., Inc. (the "Company"), Mr. Bok and Bok Family Partners L.P., a Delaware limited partnership of which Mr. Bok is the general partner (together with Mr. Bok, the "Bok Purchasers"), which provides that the Company agrees to issue and sell to the Bok Purchasers, and the Bok Purchasers agree to subscribe and purchase from the Company, shares of the Company's Common Stock, par value $0.01 per share, at an aggregate purchase price of $10,000,000 and at a price per share equal to the price per share paid in the Company's recently completed tender offer (the "Tender Offer").
( 2 )Due to a 1,000 character limit, Footnote 2 is a continuation of Footnote 1: The updated amount of shares acquired and price per share paid in these transactions reflect the amount of shares actually acquired and the price per share actually paid when the Reported Transactions closed on November 9, 2017 after the Tender Offer was completed at a price of $17.25 per share.
( 3 )These shares of Common Stock are directly owned by Bok Family Partners L.P., a Delaware limited partnership, of which Scott L. Bok is the general partner. Scott L. Bok disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 4 )On November 16, 2015, Mr. Bok contributed 400,000 shares of Greenhill & Co., Inc. Common Stock to a grantor retained annuity trust for the benefit of himself and his two children, of which 79,448 shares reverted back to Mr. Bok on November 16, 2016 pursuant to the terms of such trust.
( 5 )These shares of Common Stock are directly owned by the Bok Family Foundation. Mr. Bok expressly disclaims beneficial ownership of these securities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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