GHL / Greenhill & Co Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Greenhill & Co Inc
US ˙ NYSE ˙ US3952591044
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
LEI 529900VEOQHHHSPI9C69
CIK 1282977
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Greenhill & Co Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
December 11, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32147 GREENHILL & CO., INC. (Exact name of registrant as specified in i

December 1, 2023 S-8 POS

As filed with the Securities and Exchange Commission on December 1, 2023

As filed with the Securities and Exchange Commission on December 1, 2023 Registration No.

December 1, 2023 EX-99.1

Mizuho Closes Acquisition of M&A and Restructuring Advisory Firm Greenhill

Exhibit 99.1 Mizuho Closes Acquisition of M&A and Restructuring Advisory Firm Greenhill TOKYO and NEW YORK, December 1, 2023 — Mizuho Financial Group, Inc. (TSE: 8411 and NYSE: MFG) and Greenhill & Co., Inc. today announced that Mizuho Americas has completed the acquisition of Greenhill, adding complementary services to the firm’s existing capital markets, banking, and private capital advisory cap

December 1, 2023 S-8 POS

As filed with the Securities and Exchange Commission on December 1, 2023

As filed with the Securities and Exchange Commission on December 1, 2023 Registration No.

December 1, 2023 S-8 POS

As filed with the Securities and Exchange Commission on December 1, 2023

As filed with the Securities and Exchange Commission on December 1, 2023 Registration No.

December 1, 2023 EX-3.1

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION GREENHILL & CO., INC.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GREENHILL & CO., INC. FIRST: Name. The name of the corporation is Greenhill & Co., Inc. (hereinafter, the “Corporation”). SECOND: Address; Registered Office and Agent. The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County

December 1, 2023 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 GREENHILL & CO., INC. (Exact name of registrant as specified in charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incorp

December 1, 2023 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 12, 2023, pursuant to the provisions of Rule 12d2-2 (a).

December 1, 2023 EX-3.2

BYLAWS GREENHILL & CO., INC. (as adopted November 30, 2023) ARTICLE I

Exhibit 3.2 BYLAWS OF GREENHILL & CO., INC. (as adopted November 30, 2023) ARTICLE I STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Direct

November 29, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2023 GREENHILL & CO., INC. (Exact name of registrant as specified in charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incorp

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 9, 2023 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inc

September 1, 2023 EX-10.1

SECURED PROMISSORY NOTE

Exhibit 10.1 EXECUTION VERSION THIS SECURED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE

September 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 GREENHILL & CO.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 GREENHILL & CO., INC. (Exact name of registrant as specified in charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incorpor

August 17, 2023 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inco

August 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

August 9, 2023 EX-10.1

Amendment No. 2 to Credit Agreement, dated June 30, 2023, by and among Greenhill & Co., Inc., the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of June 30, 2023 (this “Amendment”), by and among Greenhill & Co., Inc. (“Borrower”) and Goldman Sachs Bank USA, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”). RECITALS WHEREAS, reference is hereby made to the Credit Agreement

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 9, 2023 EX-99.1

GREENHILL & CO. REPORTS SECOND QUARTER 2023 RESULTS

Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS SECOND QUARTER 2023 RESULTS • Announced definitive agreement for Greenhill to be acquired by Mizuho Financial Group, Inc. in an all-cash transaction at $15 per share • Quarterly revenues of $71.4 million, up 98% from prior year’s second quarter • Year to date revenues

August 9, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

August 9, 2023 EX-99.1

GREENHILL & CO. REPORTS SECOND QUARTER 2023 RESULTS

Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS SECOND QUARTER 2023 RESULTS • Announced definitive agreement for Greenhill to be acquired by Mizuho Financial Group, Inc. in an all-cash transaction at $15 per share • Quarterly revenues of $71.4 million, up 98% from prior year’s second quarter • Year to date revenues

August 7, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

August 7, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2023 Greenhill & Co., Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-32147 51-0500737 (State or Other Jurisdiction of Incorporation) (Commission Fi

July 17, 2023 SC 13G/A

GHL / Greenhill & Co Inc / CAPITAL MANAGEMENT CORP /VA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Greenhill & Co., Inc. (Name of Issuer) Common (Title of Class of Securities) 395259104 (CUSIP Number) 06/30/2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

July 13, 2023 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

June 30, 2023 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

June 30, 2023 EX-FILING FEES

CALCULATION OF FILING FEE TABLES SCHEDULE 14A (Form Type) GREENHILL & CO., INC. (Exact Name of Registrant as Specified in Its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES SCHEDULE 14A (Form Type) GREENHILL & CO.

May 22, 2023 EX-99.1

Mizuho to Acquire Premier M&A Advisory Firm Greenhill

Exhibit 99.1 Mizuho to Acquire Premier M&A Advisory Firm Greenhill • Purchase price $15 per share in cash • Greenhill to serve as the M&A and restructuring advisory business of Mizuho • Greenhill brand, global network, leadership and team to remain in place • Acquisition accelerates Mizuho’s investment banking growth strategy, building on its leading capital markets and banking capabilities TOKYO

May 22, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 GREENHILL & CO., INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 GREENHILL & CO., INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-32147 51-0500737 (State or Other Jurisdiction of Incorporation) (Commission File

May 22, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 GREENHILL & CO., INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 GREENHILL & CO., INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32147 51-0500737 (State or other jurisdiction of incorporation) (Commission File No.

May 22, 2023 EX-99.1

VOTING AGREEMENT

Exhibit 99.1 VOTING AGREEMENT This Voting Agreement (“Agreement”), dated as of May 22, 2023, is by and among Mizuho Americas LLC, a Delaware limited liability company (“Parent”), Blanc Merger Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”) and the persons listed on the attached Schedule A who are signatories to this Agreement (each, a “Stockholder”

May 22, 2023 EX-99.1

Mizuho to Acquire Premier M&A Advisory Firm Greenhill

Exhibit 99.1 Mizuho to Acquire Premier M&A Advisory Firm Greenhill • Purchase price $15 per share in cash • Greenhill to serve as the M&A and restructuring advisory business of Mizuho • Greenhill brand, global network, leadership and team to remain in place • Acquisition accelerates Mizuho’s investment banking growth strategy, building on its leading capital markets and banking capabilities TOKYO

May 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 GREENHILL & CO., INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 GREENHILL & CO., INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32147 51-0500737 (State or other jurisdiction of incorporation) (Commission File No.

May 22, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

May 22, 2023 SC 13D/A

GHL / Greenhill & Co Inc / BOK SCOTT L - SC 13D/A Activist Investment

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. 10)* Greenhill & Co., Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities

May 22, 2023 EX-2.1

Agreement and Plan of Merger, dated as of May 22, 2023, by and among Mizuho Americas LLC, Blanc Merger Sub, Inc. and Greenhill & Co., Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by Greenhill & Co., Inc. on May 22, 2023 (File No. 001-32147))

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among MIZUHO AMERICAS LLC, BLANC MERGER SUB, INC. and GREENHILL & CO, INC. Dated as of May 22, 2023 TABLE OF CONTENTS Page ARTICLE I The Merger Section 1.01 The Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time of the Merger 2 Section 1.04 Effects of the Merger 2 Section 1.05 Certificate of Incorporation and Bylaws 3 Secti

May 22, 2023 8-K

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 GREENHILL & CO., INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-32147 51-0500737 (State or Other Jurisdiction of Incorporation) (Commission File

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

May 3, 2023 EX-99.1

GREENHILL & CO. REPORTS FIRST QUARTER 2023 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FIRST QUARTER 2023 RESULTS •Quarterly revenues of $49.7 million, up 9% from prior year’s first quarter •Compensation costs for the quarter up 29% from the same period in 2022, largely as a result of the timing of an accounting charge for incentive compensation •Non-compensation co

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 GREENHILL & CO., INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incorpor

March 13, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

February 28, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 12/31/2022.

February 28, 2023 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Organization Greenhill & Co., LLC New York Greenhill Capital Partners, LLC Delaware Greenhill & Co. Europe Holdings Limited England and Wales Greenhill & Co. International LLP England and Wales Greenhill & Co. Cayman Limited Cayman Islands, B.W.I. Greenhill & Co. Sweden AB Sweden Greenhill & Co. Holding Canada Ltd. Cana

February 1, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inc

February 1, 2023 EX-99.1

GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $0.95 AND FULL YEAR 2022 EARNINGS PER SHARE OF $0.15

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $0.95 AND FULL YEAR 2022 EARNINGS PER SHARE OF $0.15 •Quarterly revenues of $95.8 million, down 18% from prior year fourth quarter; annual revenues of $258.5 million, down 19% from prior year due to fewer transaction closings •Compensation rati

January 9, 2023 SC 13G/A

GHL / Greenhill & Co., Inc. / CAPITAL MANAGEMENT CORP /VA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Greenhill & Co., Inc. (Name of Issuer) Common (Title of Class of Securities) 395259104 (CUSIP Number) 12/31/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

November 22, 2022 SC 13D/A

GHL / Greenhill & Co., Inc. / BOK SCOTT L - SC 13D/A Activist Investment

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. 9)* Greenhill & Co., Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities)

November 22, 2022 EX-99.10

JOINDER AGREEMENT

Exhibit 10 JOINDER AGREEMENT Reference is hereby made to that certain Joint Filing Agreement, dated January 10, 2018, by and among Scott L.

November 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inc

November 2, 2022 EX-99.1

GREENHILL & CO. REPORTS THIRD QUARTER 2022 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS THIRD QUARTER 2022 RESULTS ?Quarterly revenues of $81.1 million, down slightly from prior year?s third quarter ?Year to date revenues of $162.6 million, down 19% from the same period in 2021 due to fewer transaction completions ?Compensation ratio of 56% for the quarter; 83% for t

August 18, 2022 SC 13D/A

GHL / Greenhill & Co., Inc. / BOK SCOTT L - SC 13D/A Activist Investment

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. 8)* Greenhill & Co., Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities)

August 8, 2022 EX-10.2

Form of Greenhill & Co., Inc. Amended 2019 Equity Incentive Plan Deferred Cash Notification for US

GREENHILL & CO., INC. AMENDED 2019 EQUITY INCENTIVE PLAN DEFERRED CASH AWARD NOTIFICATION Greenhill & Co., Inc., a Delaware corporation (the ?Company?) hereby grants to the ?Participant? (named below) this deferred cash award (the ?Award?) pursuant to the Greenhill & Co., Inc., Amended 2019 Equity Incentive Plan (the ?Plan?) upon the following terms and conditions: Name of Participant: #Participan

August 8, 2022 EX-10.3

Form of Greenhill & Co., Inc. Amended 2019 Equity Incentive Plan Deferred Cash Notification for GBP

GREENHILL & CO. INTERNATIONAL, LLP AMENDED 2019 EQUITY INCENTIVE PLAN DEFERRED CASH AWARD NOTIFICATION Greenhill & Co. International, LLP (the ?Company?) and certain other parties signatory thereto, hereby grants to the ?Participant? (named below) this deferred cash award (the ?Award?) pursuant to the Greenhill & Co., Inc., Amended 2019 Equity Incentive Plan (the ?Plan?) upon the following terms a

August 8, 2022 EX-10.1

Form of Greenhill & Co., Inc. Amended 2019 Equity Incentive Plan Restricted Stock Unit Award Notification for MDs

GREENHILL & CO., INC. AMENDED 2019 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTIFICATION Greenhill & Co., Inc., a Delaware corporation (the ?Company?), hereby grants to the ?Participant? (named below) this award of Restricted Stock Units (?RSUs?) (the ?Award?) pursuant to the Greenhill & Co., Inc., Amended 2019 Equity Incentive Plan (the ?Plan?) upon the following terms and conditions: Na

August 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 3, 2022 EX-FILING FEES

Calculation of Filing Fee

Exhibit 107 CALCULATION OF FILING FEE FORM S-8 (Form Type) Greenhill & Co., Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) (3) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par valu

August 3, 2022 S-8

As filed with the Securities and Exchange Commission on August 3, 2022

S-8 1 greenhill-sx84868x2331x546.htm S-8 As filed with the Securities and Exchange Commission on August 3, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporati

August 3, 2022 S-8 POS

As filed with the Securities and Exchange Commission on August 3, 2022

As filed with the Securities and Exchange Commission on August 3, 2022 Registration No.

August 2, 2022 EX-99.1

GREENHILL & CO. REPORTS SECOND QUARTER 2022 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS SECOND QUARTER 2022 RESULTS •Quarterly revenues of $36.0 million, down 17% from prior year’s second quarter due to few large M&A transaction completions amid a slowdown in market activity •Year to date revenues of $81.5 million, down 27% from the same period in 2021 due to fewer l

August 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2022 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

June 21, 2022 SC 13G/A

GHL / Greenhill & Co., Inc. / CAPITAL MANAGEMENT CORP /VA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Greenhill & Co., Inc. (Name of Issuer) Common (Title of Class of Securities) 395259104 (CUSIP Number) 06/17/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

May 27, 2022 SC 13D/A

GHL / Greenhill & Co., Inc. / BOK SCOTT L - SC 13D/A Activist Investment

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. 7)* Greenhill & Co., Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities)

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

May 3, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

April 27, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

April 27, 2022 EX-99.1

GREENHILL & CO. REPORTS FIRST QUARTER 2022 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FIRST QUARTER 2022 RESULTS ?Quarterly revenues of $45.4 million, down 34% from prior year given fewer significant completion fees ?Compensation costs slightly less than last year?s first quarter, but ratio elevated as a result of lower revenues ?Non-compensation costs modestly low

March 14, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Ru

March 1, 2022 SC 13G/A

GHL / Greenhill & Co., Inc. / CAPITAL MANAGEMENT CORP /VA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Greenhill & Co., Inc. (Name of Issuer) Common (Title of Class of Securities) 395259104 (CUSIP Number) 12/31/2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

February 28, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 12/31/2021.

February 28, 2022 EX-4.2

Description of Greenhill & Co., Inc.'s Common Stock

Exhibit 4.2 DESCRIPTION OF GREENHILL & CO., INC. CAPITAL STOCK General Matters The following description of Greenhill & Co., Inc.?s (?Company?) common stock and preferred stock and the relevant provisions of the Company?s amended and restated certificate of incorporation and amended and restated bylaws are summaries thereof and are qualified by reference to the Company?s amended and restated certi

February 28, 2022 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Organization Greenhill & Co., LLC New York Greenhill Capital Partners, LLC Delaware Greenhill & Co. Europe Holdings Limited England and Wales Greenhill & Co. International LLP England and Wales Greenhill & Co. Cayman Limited Cayman Islands, B.W.I. Greenhill & Co. Sweden AB Sweden Greenhill & Co. Holding Canada Ltd. Cana

February 11, 2022 SC 13G/A

GHL / Greenhill & Co., Inc. / Capital World Investors - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Greenhill & Co., Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 395259104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

February 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2022 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inc

February 2, 2022 EX-99.1

GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $1.21 AND FULL YEAR 2021 EARNINGS PER SHARE OF $1.73

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $1.21 AND FULL YEAR 2021 EARNINGS PER SHARE OF $1.73 ?Quarterly revenues of $116.7 million, third highest quarterly advisory revenues in our history, down 17% from record prior year fourth quarter ?Annual revenues of $317.5 million, up 2% from

January 20, 2022 SC 13D/A

GHL / Greenhill & Co., Inc. / GREENHILL ROBERT F - SC 13D/A Activist Investment

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)

November 15, 2021 SC 13D/A

GHL / Greenhill & Co., Inc. / BOK SCOTT L - AMENDMENT NO. 6 TO SC 13D Activist Investment

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. 6)* Greenhill & Co., Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities)

November 15, 2021 EX-99.8

JOINDER AGREEMENT

Exhibit 8 JOINDER AGREEMENT Reference is hereby made to that certain Joint Filing Agreement, dated January 10, 2018, by and among Scott L.

November 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 3, 2021 EX-99.1

GREENHILL & CO. REPORTS THIRD QUARTER 2021 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS THIRD QUARTER 2021 RESULTS ?Quarterly revenues of $88.6 million, up 58% from prior year; year to date revenues up 17% from prior year ?Compensation ratio of 50% for the quarter; year to date ratio 65% ?Operating profit margin of 34% for the quarter; year to date margin 14% ?Contin

November 3, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inc

August 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 3, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2021 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

August 3, 2021 EX-99.1

GREENHILL & CO. REPORTS SECOND QUARTER 2021 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS SECOND QUARTER 2021 RESULTS ?Quarterly revenues of $43.2 million, down 10% from prior year?s second quarter due to reduced restructuring activity and few large M&A transaction completions ?Total year to date revenues of $112.2 million, 2% lower than the same period in 2020 as incr

May 10, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

April 29, 2021 EX-99.1

GREENHILL & CO. REPORTS FIRST QUARTER 2021 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FIRST QUARTER 2021 RESULTS ?Quarterly revenues of $68.9 million, up 3% from prior year?s first quarter ?Both compensation costs and non-compensation costs lower than last year?s first quarter ?Continued accelerated debt reduction with $20 million discretionary repayment after quar

April 29, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2021 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

April 29, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2021 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

March 12, 2021 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Ru

March 5, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2021 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incorp

February 26, 2021 EX-10.14

Form of Greenhill & Co., Inc. Equity Incentive Plan RSU MD Award Notification Template

GREENHILL & CO., INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTIFICATION Greenhill & Co., Inc., a Delaware corporation (the ?Company?), hereby grants to the ?Participant? (named below) this Award of Restricted Stock Units (?RSUs?) (the ?Award?) pursuant to the Greenhill & Co., Inc., Equity Incentive Plan (the ?Plan?) upon the following terms and conditions: Name of Participant: Grant D

February 26, 2021 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Organization Greenhill & Co., LLC New York Greenhill Aviation Co., LLC Delaware Greenhill Capital Partners, LLC Delaware Greenhill & Co. Europe Holdings Limited England and Wales Greenhill & Co. International LLP England and Wales Greenhill & Co. Europe LLP England and Wales Greenhill & Co. Cayman Limited Cayman Islands

February 26, 2021 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 12/31/2020.

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Greenhill & Co Inc Title of Class of Securities: Common Stock CUSIP Number: 395259104 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

February 4, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2021 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inc

February 4, 2021 EX-99.1

GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $2.71 AND FULL YEAR 2020 EARNINGS PER SHARE OF $1.36

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $2.71 AND FULL YEAR 2020 EARNINGS PER SHARE OF $1.36 •Record quarterly revenue and earnings per share, resulting in significant full year profitability and accelerated debt reduction •Quarterly revenues of $140.7 million, up 32% from prior year

January 28, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Greenhill & Co., Inc. (Name of Issuer) Common (Title of Class of Securities) 395259104 (CUSIP Number) 12/31/2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

November 9, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 2, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2020 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inc

November 2, 2020 EX-99.1

GREENHILL & CO. REPORTS THIRD QUARTER 2020 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS THIRD QUARTER 2020 RESULTS •Quarterly revenues of $56.0 million, down 36% from prior year’s third quarter due to the continued impact of the global pandemic on M&A activity •Total year to date revenues of $170.9 million, down 12% due to impact of pandemic on global M&A and capital

August 25, 2020 SC 13D/A

GHL / Greenhill & Co., Inc. / BOK SCOTT L - AMENDMENT NO. 5 TO SC 13D Activist Investment

Amendment No. 5 to SC 13D 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 (Tit

August 25, 2020 EX-99.7

JOINDER AGREEMENT

EX-99.7 2 d21911dex997.htm EXHIBIT 7 Exhibit 7 JOINDER AGREEMENT Reference is hereby made to that certain Joint Filing Agreement, dated January 10, 2018, by and among Scott L. Bok, Bok Family Partners, L.P., the Bok Family Foundation and the Scott L. Bok November 2015 Annuity Trust (the “Joint Filing Agreement”), to which the Scott L. Bok November 2018 Annuity Trust was added as a party pursuant t

August 7, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

July 23, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2020 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incorp

July 23, 2020 EX-99.1

GREENHILL & CO. REPORTS SECOND QUARTER 2020 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS SECOND QUARTER 2020 RESULTS •Quarterly revenues of $47.8 million, down 15% from prior year’s second quarter due to impact of the global pandemic on M&A activity •Total year to date revenues of $114.9 million, 7% higher than the same period in 2019 but also impacted by reduced M&A

May 8, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

April 30, 2020 EX-99.1

GREENHILL & CO. REPORTS FIRST QUARTER 2020 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FIRST QUARTER 2020 RESULTS •Quarterly revenues of $67.1 million, 31% higher than prior year’s first quarter but significantly lower than our outlook indicated a quarter ago •Compensation expense up 21%, somewhat higher than recent growth in professional headcount, resulting in ele

April 30, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2020 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

April 27, 2020 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2020 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

April 7, 2020 DEFA14A

GHL / Greenhill & Co., Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

March 13, 2020 DEF 14A

GHL / Greenhill & Co., Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

March 5, 2020 EX-3.1

Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 5, 2020).

AMENDED AND RESTATED BYLAWS OF GREENHILL & CO., INC. (as revised March 2020) ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Greenhill & Co., Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and without the State of Del

March 5, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2020 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incorp

March 2, 2020 EX-4.2

Description of Greenhill & Co., Inc.'s Common Stock

Exhibit 4.2 DESCRIPTION OF GREENHILL & CO., INC. CAPITAL STOCK General Matters The following description of Greenhill & Co., Inc.’s (“Company”) common stock and preferred stock and the relevant provisions of the Company’s amended and restated certificate of incorporation and amended and restated bylaws are summaries thereof and are qualified by reference to the Company’s amended and restated certi

March 2, 2020 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Organization Greenhill & Co., LLC New York Greenhill Aviation Co., LLC Delaware Greenhill Capital Partners, LLC Delaware Greenhill & Co. Europe Holdings Limited England and Wales Greenhill & Co. International LLP England and Wales Greenhill & Co. Europe LLP England and Wales Greenhill & Co. Cayman Limited Cayman Islands

March 2, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019.

February 12, 2020 SC 13G/A

GHL / Greenhill & Co., Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GREENHILL & CO INC (Name of Issuer) Common Stock (Title of Class of Securities) 395259104 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 12, 2020 SC 13G/A

GHL / Greenhill & Co., Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Greenhill & Co Inc Title of Class of Securities: Common Stock CUSIP Number: 395259104 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ 

February 4, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2020 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inc

February 4, 2020 EX-99.1

GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $1.05 AND FULL YEAR EARNINGS PER SHARE OF $0.45

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $1.05 AND FULL YEAR EARNINGS PER SHARE OF $0.45 •Quarterly revenues of $106.7 million, up 20% from prior year fourth quarter •Annual revenues of $301.0 million, down 14% from prior year, as reduced revenue in Europe more than offset increases i

January 17, 2020 SC 13G

GHL / Greenhill & Co., Inc. / CAPITAL MANAGEMENT CORP /VA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Greenhill & Co., Inc. (Name of Issuer) Common (Title of Class of Securities) 395259104 (CUSIP Number) 12/31/2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

January 16, 2020 SC 13D/A

GHL / Greenhill & Co., Inc. / Bok Scott L - SC 13D/A Activist Investment

SC 13D/A 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. 4)* Greenhill & Co., Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Se

November 7, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

November 5, 2019 EX-99.1

GREENHILL & CO. REPORTS THIRD QUARTER 2019 EARNINGS OF $0.63

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS THIRD QUARTER 2019 EARNINGS OF $0.63 • Quarterly revenues of $87.0 million, modestly higher than prior year’s third quarter • Total year to date revenues of $194.3 million, down 26% from prior year primarily due to reduced merger and acquisition revenue in Europe • Compensation ra

November 5, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2019 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inc

October 17, 2019 SC 13D/A

GHL / Greenhill & Co., Inc. / GREENHILL ROBERT F - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

Amendment No. 4 to Schedule 13D 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. 4)* Greenhill & Co., Inc. (Name of Issuer) Common Stock, par value $0.01 per shar

August 22, 2019 EX-99.6

JOINDER AGREEMENT

Exhibit 6 Exhibit 6 JOINDER AGREEMENT Reference is hereby made to that certain Joint Filing Agreement, dated January 10, 2018, by and among Scott L.

August 22, 2019 SC 13D/A

GHL / Greenhill & Co., Inc. / Bok Scott L - SC 13D/A Activist Investment

SC 13D/A 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. 3)* Greenhill & Co., Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Se

August 5, 2019 10-Q

GHL / Greenhill & Co., Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 5, 2019 EX-3.1

Amended and Restated By-Laws

EX-3.1 2 ex31amendedby-laws2019.htm EXHIBIT 3.1 * * * * * AMENDED AND RESTATED BYLAWS OF GREENHILL & CO., INC. * * * * * (as revised July 2019) ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Greenhill & Co., Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have of

August 2, 2019 EX-4.2

Amended and Restated Bylaws of the Company.

EX-4.2 2 efc19-528ex42.htm Exhibit 4.2 * * * * * AMENDED AND RESTATED BYLAWS OF GREENHILL & CO., INC. * * * * * (as revised July 2019) ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Greenhill & Co., Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at

August 2, 2019 S-8

GHL / Greenhill & Co., Inc. S-8 - -

As filed with the Securities and Exchange Commission on August 2, 2019 Registration No.

August 2, 2019 S-8 POS

GHL / Greenhill & Co., Inc. S-8 POS - -

As filed with the Securities and Exchange Commission on August 2, 2019 Registration No.

July 31, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2019 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incorp

July 31, 2019 EX-99.1

GREENHILL & CO. REPORTS SECOND QUARTER 2019 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS SECOND QUARTER 2019 RESULTS • Quarterly revenues of $56.1 million, down 37% from prior year’s second quarter due to lack of large transaction completions • Total year to date revenues of $107.3 million, down 39% primarily due to reduced merger and acquisition revenue in Europe • C

June 28, 2019 SC 13G

GHL / Greenhill & Co., Inc. / CAPITAL MANAGEMENT CORP /VA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Greenhill & Co., Inc. (Name of Issuer) Common (Title of Class of Securities) 395259104 (CUSIP Number) 6/28/2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

May 21, 2019 EX-10.1

Lease between Rockefeller Center North, Inc. and Greenhill & Co., Inc. dated May 16, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 21, 2019).

ROCKEFELLER CENTER NORTH, INC., Landlord, TO GREENHILL & CO., INC., Tenant Lease Dated as of May 16, 2019 1271 Avenue of the Americas TABLE OF CONTENTS Page ARTICLE ONE Demise of Premises, Term and Rent 1 ARTICLE TWO Completion and Occupancy 4 ARTICLE THREE Use of Premises 6 ARTICLE FOUR Fixtures 9 ARTICLE FIVE Electric Current and Water 10 ARTICLE SIX Various Covenants 14 ARTICLE SEVEN Transfers

May 21, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2019 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incorpo

May 10, 2019 EX-3.1

Amended and Restated By-Laws

* * * * * AMENDED AND RESTATED BYLAWS OF GREENHILL & CO., INC. * * * * * (as revised April 2018) ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Greenhill & Co., Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other places both within and with

May 10, 2019 10-Q

The Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019 filed with the Commission on May 10, 2019.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

May 10, 2019 EX-10.1

*Greenhill & Co., Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019).

GREENHILL & CO., INC. 2019 EQUITY INCENTIVE PLAN Section 1.Purpose. The purposes of this 2019 Greenhill & Co., Inc. Equity Incentive Plan (the “Plan”) are to (i) attract, retain and motivate key employees and directors of, and consultants and advisors to, Greenhill & Co., Inc. (the “Company”) and its Subsidiaries and (ii) to align the interests of key employees, directors, consultants and advisors

April 29, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2019 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

April 29, 2019 EX-99.1

GREENHILL & CO. REPORTS FIRST QUARTER 2019 RESULTS

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FIRST QUARTER 2019 RESULTS • Quarterly revenues of $51.2 million, down 42% from prior year as completion fees for the quarter related to relatively small transactions • Compensation costs lower than last year's first quarter, but compensation ratio elevated as a result of lower re

April 24, 2019 8-K

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2019 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

April 16, 2019 EX-10.1

Amendment No. 1 to Credit Agreement, dated April 12, 2019, by and among Greenhill & Co., Inc., the lenders party thereto and Goldman Sachs Bank USA, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 17, 2019).

EX-10.1 EXHIBIT 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of April 12, 2019 (this “Amendment”), by and among Greenhill & Co., Inc. (“Borrower”), Goldman Sachs Bank USA, as term loan lender and revolving lender (the “Lenders”), and Goldman Sachs Bank USA, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Adm

April 16, 2019 8-K

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2019 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction

March 20, 2019 DEF 14A

GHL / Greenhill & Co., Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Ru

March 1, 2019 10-K

The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018 filed with the Commission on March 1, 2019.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018.

March 1, 2019 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Organization Greenhill & Co., LLC New York Greenhill Aviation Co., LLC Delaware Greenhill Capital Partners, LLC Delaware Greenhill & Co. Europe Holdings Limited England and Wales Greenhill & Co. International LLP England and Wales Greenhill & Co. Europe LLP England and Wales Greenhill & Co. Cayman Limited Cayman Islands

February 14, 2019 SC 13G/A

GHL / Greenhill & Co., Inc. / MANULIFE FINANCIAL CORP - AMENDMENT TO SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.1)* Under the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 395259104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

February 11, 2019 SC 13G/A

GHL / Greenhill & Co., Inc. / VANGUARD GROUP INC Passive Investment

greenhillcoinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: Greenhill & Co Inc Title of Class of Securities: Common Stock CUSIP Number: 395259104 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to

February 8, 2019 SC 13G

GHL / Greenhill & Co., Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GREENHILL & CO INC (Name of Issuer) Common Stock (Title of Class of Securities) 395259104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sched

January 30, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2019 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inc

January 30, 2019 EX-99.1

GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $0.45 AND FULL YEAR EARNINGS PER SHARE OF $1.42

Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE OF $0.45 AND FULL YEAR EARNINGS PER SHARE OF $1.42 • Quarterly revenues of $89.1 million, up 33% from prior year fourth quarter • Annual revenues of $352.0 million, up 47% from prior year • Compensation ratio of 56% for the fourth quarter, 55% for

November 15, 2018 SC 13D/A

GHL / Greenhill & Co., Inc. / GREENHILL ROBERT F - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

Amendment No. 3 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) 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. 300 Park Avenue New York, New York 10022 (

November 13, 2018 SC 13D/A

GHL / Greenhill & Co., Inc. / Bok Scott L - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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:

November 13, 2018 EX-99.4

JOINDER AGREEMENT

Exhibit 4 Exhibit 4 JOINDER AGREEMENT Reference is hereby made to that certain Joint Filing Agreement, dated January 10, 2018, by and among Scott L.

November 6, 2018 10-Q

GHL / Greenhill & Co., Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

October 24, 2018 EX-99.1

GREENHILL & CO. REPORTS THIRD QUARTER 2018 EARNINGS OF $0.43

EX-99.1 Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS THIRD QUARTER 2018 EARNINGS OF $0.43 • Quarterly revenues of $86.8 million, up 80% from prior year; year to date revenues up 53% from prior year • Compensation ratio for both the quarter and year to date at 55% • Operating profit margin for the quarter at 24%;

October 24, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2018 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of

September 10, 2018 SC 13G/A

GHL / Greenhill & Co., Inc. / VANGUARD GROUP INC Passive Investment

greenhillcoinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Greenhill & Co Inc Title of Class of Securities: Common Stock CUSIP Number: 395259104 Date of Event Which Requires Filing of this Statement: August 31, 2018 Check the appropriate box to de

September 4, 2018 SC 13D/A

GHL / Greenhill & Co., Inc. / GREENHILL ROBERT F - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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. 300 Park Avenue New York, New York 10022 (

August 8, 2018 10-Q

GHL / Greenhill & Co., Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 2, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2018 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of i

August 2, 2018 EX-99.1

GREENHILL & CO. REPORTS SECOND QUARTER 2018 EARNINGS OF $0.38

EX-99.1 Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS SECOND QUARTER 2018 EARNINGS OF $0.38 • Quarterly revenues of $88.5 million, up 32% from prior year’s second quarter • Record first half advisory revenues; year to date revenues up 42% compared to prior year’s first half • Compensation ratio for both the quart

July 25, 2018 8-K

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2018 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of in

June 26, 2018 SC 13D/A

GHL / Greenhill & Co., Inc. / Bok Scott L - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) 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:

June 15, 2018 DEF 14A

GHL / Greenhill & Co., Inc. DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 25, 2018 SC 13D/A

GHL / Greenhill & Co., Inc. / GREENHILL ROBERT F - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

Amendment No. 1 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) 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. 300 Park Avenue New York, New York 10022 (

May 10, 2018 10-Q

GHL / Greenhill & Co., Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

May 3, 2018 EX-99.1

GREENHILL & CO. REPORTS FIRST QUARTER 2018 EARNINGS

EX-99.1 2 d581000dex991.htm EX-99.1 Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FIRST QUARTER 2018 EARNINGS • Quarterly revenues of $87.5 million, up 54% from prior year’s first quarter • Record first quarter advisory revenues • Compensation ratio of 56% for the quarter • Operating profit margin of 22% for the

May 3, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2018 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of inco

April 30, 2018 10-K/A

GHL / Greenhill & Co., Inc. 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Amendment No.

April 25, 2018 EX-3.1

Amended and Restated Bylaws

EX-3.1 2 d577002dex31.htm EX-3.1 Exhibit 3.1 * * * * * AMENDED AND RESTATED BYLAWS OF GREENHILL & CO., INC. * * * * * (as revised April 2018) ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Greenhill & Co., Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offi

April 25, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2018 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of incor

March 19, 2018 EX-99.(A)(5)(B)

GREENHILL & CO. ANNOUNCES FINAL RESULTS OF ITS MODIFIED DUTCH AUCTION TENDER OFFER

Exhibit (a)(5)(B) Exhibit (a)(5)(B) Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co.

March 19, 2018 SC TO-I/A

GHL / Greenhill & Co., Inc. AMENDMENT NO. 3 TO SC TO-I

Amendment No. 3 to SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 3) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (CUSIP N

March 15, 2018 EX-99.(A)(5)(A)

GREENHILL & CO. ANNOUNCES PRELIMINARY RESULTS OF ITS MODIFIED DUTCH AUCTION TENDER OFFER

Exhibit (a)(5)(A) Exhibit (a)(5)(A) Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co.

March 15, 2018 SC TO-I/A

GHL / Greenhill & Co., Inc. AMENDMENT NO. 2 TO SC TO-I

Amendment No. 2 to SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 2) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (CUSIP N

March 1, 2018 SC TO-I/A

GHL / Greenhill & Co., Inc. AMENDMENT NO. 1 TO SC TO-I

Amendment No. 1 to SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (CUSIP N

February 28, 2018 EX-21.1

List of Subsidiaries of the Registrant.

EX-21.1 2 exhibit211-ghl12312017.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Organization Greenhill & Co., LLC New York Greenhill Aviation Co., LLC Delaware Greenhill Capital Partners, LLC Delaware Greenhill & Co. Europe Holdings Limited England and Wales Greenhill & Co. International LLP England and Wales Greenhill & Co. Europe LLP England and W

February 28, 2018 10-K

GHL / Greenhill & Co., Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017.

February 13, 2018 EX-99.(A)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated February 13, 2018 and the related Letter of Transmittal, as

EX-99.(a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase dated February 13, 2018 and the related Letter of Transmittal, as they may be amended or supplemented from time to time. The Offer is not being made to, nor will tenders be accepted

February 13, 2018 EX-99.(A)(1)(E)

GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO $110.0 MILLION OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF NOT GREATER THAN $20.50 PER SHARE NOR LESS THAN $18.50 PER SHARE

EX-99.(a)(1)(E) Exhibit (a)(1)(E) GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO $110.0 MILLION OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF NOT GREATER THAN $20.50 PER SHARE NOR LESS THAN $18.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 14, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY

February 13, 2018 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock GREENHILL & CO., INC. AT A PURCHASE PRICE OF NOT GREATER THAN $20.50 PER SHARE NOR LESS THAN $18.50 PER SHARE Pursuant to the Offer to Purchase dated February 13, 2018

EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of GREENHILL & CO., INC. AT A PURCHASE PRICE OF NOT GREATER THAN $20.50 PER SHARE NOR LESS THAN $18.50 PER SHARE Pursuant to the Offer to Purchase dated February 13, 2018 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 14, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AN

February 13, 2018 EX-99.(A)(1)(A)

OFFER TO PURCHASE FOR CASH GREENHILL & CO., INC. OF UP TO $110.0 MILLION OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $20.50 PER SHARE NOR LESS THAN $18.50 PER SHARE

EX-99.(a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY GREENHILL & CO., INC. OF UP TO $110.0 MILLION OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $20.50 PER SHARE NOR LESS THAN $18.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 14, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY M

February 13, 2018 EX-99.(A)(1)(D)

GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO $110.0 MILLION OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF NOT GREATER THAN $20.50 PER SHARE NOR LESS THAN $18.50 PER SHARE

EX-99.(a)(1)(D) Exhibit (a)(1)(D) GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO $110.0 MILLION OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF NOT GREATER THAN $20.50 PER SHARE NOR LESS THAN $18.50 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON MARCH 14, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY

February 13, 2018 SC TO-I

GHL / Greenhill & Co., Inc. SC TO-I

SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (CUSIP Number of Class of Securities) Ricardo

February 13, 2018 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of Greenhill & Co., Inc. Pursuant to its Offer to Purchase Dated February 13, 2018 For Cash up to $110.0 Million of Shares of its Common Stock At a Purchase Price of Not Greater Than $20.

EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of Greenhill & Co., Inc. Pursuant to its Offer to Purchase Dated February 13, 2018 For Cash up to $110.0 Million of Shares of its Common Stock At a Purchase Price of Not Greater Than $20.50 Per Share Nor Less Than $18.50 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P

February 13, 2018 SC 13G

GHL / Greenhill & Co., Inc. / MANULIFE FINANCIAL CORP - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 395259104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b)

February 12, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2018 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdict

February 12, 2018 EX-99.1

Condensed Consolidated Statement of Financial Condition Data (Unaudited) (In thousands, except per share data): Unaudited As of December 31, 2017 Assets Cash and cash equivalents $ 267,646 Advisory fees receivable, net of allowance for doubtful accou

EX-99.1 Exhibit 99.1 Condensed Consolidated Statement of Financial Condition Data (Unaudited) (In thousands, except per share data): Unaudited As of December 31, 2017 Assets Cash and cash equivalents $ 267,646 Advisory fees receivable, net of allowance for doubtful accounts 64,244 Other receivables 3,964 Property and equipment, net of accumulated depreciation 8,602 Goodwill 217,737 Deferred tax as

February 12, 2018 EX-99.2

# # #

EX-99.2 3 d519672dex992.htm EX-99.2 Exhibit 99.2 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 For Immediate Release Greenhill Announces Terms for Modified Dutch Auction Tender Offer • Plan to shortly launch a modified Dutch auction tender offer to repurchase up to $110 million in value of shares of common stock at a purchase price of not greater th

February 12, 2018 EX-99.1

Condensed Consolidated Statement of Financial Condition Data of Greenhill & Co., Inc., as of December 31, 2017 and Selected Ratios for the year ended December 31, 2017.

EX-99.1 Exhibit 99.1 Condensed Consolidated Statement of Financial Condition Data (Unaudited) (In thousands, except per share data): Unaudited As of December 31, 2017 Assets Cash and cash equivalents $ 267,646 Advisory fees receivable, net of allowance for doubtful accounts 64,244 Other receivables 3,964 Property and equipment, net of accumulated depreciation 8,602 Goodwill 217,737 Deferred tax as

February 12, 2018 EX-99.2

Press Release of Greenhill & Co., Inc. dated February 12, 2018.

EX-99.2 Exhibit 99.2 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 For Immediate Release Greenhill Announces Terms for Modified Dutch Auction Tender Offer ? Plan to shortly launch a modified Dutch auction tender offer to repurchase up to $110 million in value of shares of common stock at a purchase price of not greater than $20.50 nor less than $18.

February 12, 2018 SC TO-C

GHL / Greenhill & Co., Inc. FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2018 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdict

February 9, 2018 SC 13G/A

GHL / Greenhill & Co., Inc. / VANGUARD GROUP INC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Greenhill & Co Inc Title of Class of Securities: Common Stock CUSIP Number: 395259104 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (

February 6, 2018 8-K

GHL / Greenhill & Co., Inc. 8-K (Current Report)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2018 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of

February 6, 2018 EX-99.1

GREENHILL & CO. REPORTS FOURTH QUARTER AND FULL YEAR 2017 RESULTS

EX-99.1 2 d502186dex991.htm EX-99.1 Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS FOURTH QUARTER AND FULL YEAR 2017 RESULTS • Quarterly revenues of $66.9 million, down 34% from prior year fourth quarter; annual revenues of $239.2 million, down 29% from prior year due to fewer significant transaction closings duri

January 10, 2018 SC 13D

GHL / Greenhill & Co., Inc. / Bok Scott L - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 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: Ricardo Lima, Esq. G

January 10, 2018 EX-99.3

JOINT FILING AGREEMENT

Exhibit 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.

November 17, 2017 EX-99.2

JOINT FILING AGREEMENT

Exhibit 2 Exhibit 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.

November 17, 2017 SC 13D

GHL / Greenhill & Co., Inc. / GREENHILL ROBERT F - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 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. 300 Park Avenue New York, New York 10022 (212) 389-1500 with a copy to: Ricardo Lima,

November 9, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

October 30, 2017 EX-99.(A)(5)(F)

GREENHILL & CO. ANNOUNCES FINAL RESULTS OF ITS TENDER OFFER

EX-(a)(5)(F) Exhibit (a)(5)(F) Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co.

October 30, 2017 SC TO-I/A

Greenhill AMENDMENT NO. 6 TO SCHEDULE TO-I

Amendment No. 6 to Schedule TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 6) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (C

October 26, 2017 SC TO-I/A

Greenhill AMENDMENT NO. 5 TO SCHEDULE TO-I

Amendment No. 5 to Schedule TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 5) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (C

October 26, 2017 EX-99.(A)(5)(E)

GREENHILL & CO. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER

EX-99.(A)(5)(E) 2 d480403dex99a5e.htm EX-(A)(5)(E) Exhibit (a)(5)(E) Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. ANNOUNCES PRELIMINARY RESULTS OF ITS TENDER OFFER NEW YORK, NEW YORK, October 26, 2017 – Greenhill & Co., Inc. (NYSE: GHL) today announced the preliminary results of its tender offer, which expired at 11:59 P.M., New Yor

October 19, 2017 SC TO-I/A

Greenhill AMENDMENT NO. 4 TO SCHEDULE TO-I

Amendment No. 4 to Schedule TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 (Amendment No. 4) Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (C

October 19, 2017 EX-99.(A)(5)(D)

The following is an edited transcript of the earnings conference call held at 4:30 P.M. on October 18, 2017, by Greenhill & Co., Inc. The following does not purport to be a complete or error-free statement or summary of the conference call.

EX-(a)(5)(D) Exhibit(a)(5)(D) The following is an edited transcript of the earnings conference call held at 4:30 P.

October 18, 2017 SC TO-I/A

Greenhill AMENDMENT NO. 3 TO SCHEDULE TO-I

Amendment No. 3 to Schedule TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 3) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (C

October 18, 2017 8-K

Greenhill FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2017 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdicti

October 18, 2017 EX-99.1

GREENHILL & CO. REPORTS THIRD QUARTER LOSS PER SHARE OF $0.18

EX-99.1 2 d469250dex991.htm EX-99.1 Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 GREENHILL & CO. REPORTS THIRD QUARTER LOSS PER SHARE OF $0.18 • Total quarterly revenues of $48.1 million, down 37% from prior year’s third quarter due to fewer large transaction completion fees • Total year to date revenues of $172.3 million, down 26% fro

October 13, 2017 SC TO-I/A

Greenhill AMENDMENT NO. 2 TO SCHEDULE TO-I

Amendment No. 2 to Schedule TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 2) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (C

October 13, 2017 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2017 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of

October 13, 2017 EX-10.1

Credit Agreement, dated October 12, 2017, by and among Greenhill & Co., Inc., the lenders party thereto and Goldman Sachs Bank USA, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 13, 2017).

EX-10.1 2 d475332dex101.htm EX-10.1 Exhibit 10.1 CREDIT AGREEMENT dated as of October 12, 2017, among Greenhill & Co., Inc., as Borrower, The Lenders Party Hereto, Goldman Sachs Bank USA, as Administrative Agent, Goldman Sachs Bank USA, as Sole Lead Arranger, Sole Syndication Agent and Sole Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Defined Terms 1 Section 1.02 Classifica

October 10, 2017 SC TO-I/A

Greenhill AMENDMENT NO. 1 TO SCHEDULE TO-I

Amendment No. 1 to Schedule TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (C

October 10, 2017 EX-99.(A)(1)(I)

AMENDED NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of Greenhill & Co., Inc. Pursuant to its Offer to Purchase Dated September 27, 2017 and Supplement to Offer to Purchase Dated October 10, 2017 For Cash up to 12,000,000 Shares of

EX-(a)(1)(I) Exhibit (a)(1)(I) AMENDED NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of Greenhill & Co.

October 10, 2017 EX-99.(A)(1)(K)

GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.25 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 25, 2017, UNLESS THE OFFER

EX-99.(A)(1)(K) 6 d463264dex99a1k.htm EX-(A)(1)(K) Exhibit (a)(1)(K) GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.25 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 25, 2017, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).

October 10, 2017 EX-99.(A)(1)(J)

GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.25 PER SHARE

EX-(a)(1)(J) Exhibit (a)(1)(J) GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO 12,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.25 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 25, 2017, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE ?EXPIRATION DATE?). October 10, 2017 To Brokers, Dealers,

October 10, 2017 EX-99.(A)(1)(G)

SUPPLEMENT DATED OCTOBER 10, 2017 TO OFFER TO PURCHASE FOR CASH DATED SEPTEMBER 27, 2017 GREENHILL & CO., INC. OF UP TO 12,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.25 PER SHARE

EX-(a)(1)(G) Exhibit (a)(1)(G) SUPPLEMENT DATED OCTOBER 10, 2017 TO OFFER TO PURCHASE FOR CASH DATED SEPTEMBER 27, 2017 BY GREENHILL & CO.

October 10, 2017 EX-99.(A)(1)(H)

AMENDED LETTER OF TRANSMITTAL To Tender Up to 12,000,000 Shares of Common Stock GREENHILL & CO., INC. AT A PURCHASE PRICE OF $17.25 NET PER SHARE IN CASH Pursuant to the Offer to Purchase dated September 27, 2017 and the Supplement to Offer to Purcha

EX-(a)(1)(H) Exhibit (a)(1)(H) AMENDED LETTER OF TRANSMITTAL To Tender Up to 12,000,000 Shares of Common Stock of GREENHILL & CO.

October 10, 2017 EX-99.1

# # #

EX-99.1 Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 For Immediate Release Greenhill Announces Revised Terms for Recapitalization and Share Repurchase ? Loan amount increased to $350 million from $300 million ? Planned share repurchase increased to $285 million from $235 million ? Current tender offer to be amended to increase shares s

October 10, 2017 8-K

Greenhill 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2017 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction of

October 10, 2017 CORRESP

GHL / Greenhill & Co., Inc. ESP

Response Letter October 10, 2017 Via EDGAR Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3628 Re: Greenhill & Co., Inc. Tender Offer Statement on Schedule TO-I Filed September 27, 2017 File No. 001-37729 Dear Mr. Duchovny: This letter responds to the comment letter (the ?Comment Letter?

September 27, 2017 EX-99.(A)(1)(D)

GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO 9,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 25, 2017, UNLESS THE OFFER I

EX-(a)(1)(D) Exhibit (a)(1)(D) GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO 9,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 25, 2017, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE ?EXPIRATION DATE?). September 27, 2017 To Brokers, Dealers

September 27, 2017 EX-99.(A)(1)(A)

OFFER TO PURCHASE FOR CASH GREENHILL & CO., INC. OF UP TO 9,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.00 PER SHARE

Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY GREENHILL & CO., INC. OF UP TO 9,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 25, 2017, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE ?EXPIRATION DATE?). Greenhill & Co., Inc. (?Greenhill,? the ?Comp

September 27, 2017 EX-99.(A)(1)(E)

GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO 9,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.00 PER SHARE

EX-(a)(1)(E) Exhibit (a)(1)(E) GREENHILL & CO., INC. OFFER TO PURCHASE FOR CASH UP TO 9,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $17.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON OCTOBER 25, 2017, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE ?EXPIRATION DATE?). September 27, 2017 To Our Clients: Enc

September 27, 2017 EX-99.(A)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated September 27, 2017 and the related Letter of Transmittal,

EX-(a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

September 27, 2017 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL To Tender Up to 9,000,000 Shares of Common Stock GREENHILL & CO., INC. AT A PURCHASE PRICE OF $17.00 NET PER SHARE IN CASH Pursuant to the Offer to Purchase dated September 27, 2017

EX-(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Up to 9,000,000 Shares of Common Stock of GREENHILL & CO.

September 27, 2017 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of Greenhill & Co., Inc. Pursuant to its Offer to Purchase Dated September 27, 2017 For Cash up to 9,000,000 Shares of its Common Stock At a Purchase Price of $17.00 Per Share

EX-(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of Greenhill & Co.

September 27, 2017 SC TO-I

Greenhill SC TO-I

SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (CUSIP Number of Class of Securities) Ricardo

September 26, 2017 8-K

Greenhill 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2017 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction

September 26, 2017 EX-10.4

*Form of Greenhill & Co., Inc. Equity Incentive Plan Restricted Stock Unit Award Notification (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 26, 2017).

EX-10.4 Exhibit 10.4 GREENHILL & CO., INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTIFICATION Greenhill & Co., Inc., a Delaware corporation (the ?Company?), hereby grants to the ?Participant? this Award of Restricted Stock Units (?RSUs?) pursuant to the Greenhill & Co., Inc., Equity Incentive Plan (the ?Plan?) upon the following terms and conditions: Name of Participant: Grant Date: Nu

September 26, 2017 EX-10.1

Subscription Agreement, dated as of September 25, 2017, by and between Scott L. Bok, in an individual capacity, and Bok Family Partners, L.P., as purchasers, and Greenhill & Co., Inc., as issuer (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2017).

EX-10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT, dated as of September 25, 2017 (this ?Agreement?), is made by and among Scott L. Bok, in an individual capacity (?Mr. Bok?), and Bok Family Partners, L.P. (?Family Partners?), as purchasers (each a ?Purchaser? and collectively the ?Purchasers?), and Greenhill & Co., Inc., as issuer (?Company?). RECITALS: WHEREAS, Company cont

September 26, 2017 EX-10.2

Subscription Agreement, dated as of September 25, 2017, by and between Socatean Partners, as purchaser, and Greenhill & Co., Inc., as issuer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 26, 2017).

EX-10.2 Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT, dated as of September 25, 2017 (this ?Agreement?), is made by and between Socatean Partners, as purchaser (?Purchaser?), and Greenhill & Co., Inc., as issuer (?Company?). RECITALS: WHEREAS, Company contemplates shortly commencing a tender offer for up to 9,000,000 shares of its Common Stock, par value $0.01 per share (the ?Of

September 26, 2017 EX-10.3

Commitment Letter, dated September 25, 2017, by and between Greenhill & Co., Inc. and Goldman Sachs Bank USA.

EX-10.3 Exhibit 10.3 GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282-2198 PERSONAL AND CONFIDENTIAL September 25, 2017 Greenhill & Co., Inc. 600 Lexington Ave. New York, NY 10022 Attention: Scott L. Bok Commitment Letter Ladies and Gentlemen: Goldman Sachs Bank USA (?Goldman Sachs?) is pleased to confirm the arrangements under which it (i) is exclusively authorized by Greenhill & C

September 26, 2017 EX-10.3

Commitment Letter, dated September 25, 2017, by and between Greenhill & Co., Inc. and Goldman Sachs Bank USA.

EX-10.3 Exhibit 10.3 GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282-2198 PERSONAL AND CONFIDENTIAL September 25, 2017 Greenhill & Co., Inc. 600 Lexington Ave. New York, NY 10022 Attention: Scott L. Bok Commitment Letter Ladies and Gentlemen: Goldman Sachs Bank USA (?Goldman Sachs?) is pleased to confirm the arrangements under which it (i) is exclusively authorized by Greenhill & C

September 26, 2017 EX-10.1

Subscription Agreement, dated as of September 25, 2017, by and between Scott L. Bok, in an individual capacity, and Bok Family Partners, L.P., as purchasers, and Greenhill & Co., Inc., as issuer.

EX-10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT, dated as of September 25, 2017 (this ?Agreement?), is made by and among Scott L. Bok, in an individual capacity (?Mr. Bok?), and Bok Family Partners, L.P. (?Family Partners?), as purchasers (each a ?Purchaser? and collectively the ?Purchasers?), and Greenhill & Co., Inc., as issuer (?Company?). RECITALS: WHEREAS, Company cont

September 26, 2017 SC TO-C

Greenhill 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2017 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction

September 26, 2017 EX-10.2

Subscription Agreement, dated as of September 25, 2017, by and between Socatean Partners, as purchaser, and Greenhill & Co., Inc., as issuer.

EX-10.2 Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT, dated as of September 25, 2017 (this ?Agreement?), is made by and between Socatean Partners, as purchaser (?Purchaser?), and Greenhill & Co., Inc., as issuer (?Company?). RECITALS: WHEREAS, Company contemplates shortly commencing a tender offer for up to 9,000,000 shares of its Common Stock, par value $0.01 per share (the ?Of

September 26, 2017 EX-10.4

Form of Greenhill & Co., Inc. Equity Incentive Plan Restricted Stock Unit Award Notification.

EX-10.4 Exhibit 10.4 GREENHILL & CO., INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTIFICATION Greenhill & Co., Inc., a Delaware corporation (the ?Company?), hereby grants to the ?Participant? this Award of Restricted Stock Units (?RSUs?) pursuant to the Greenhill & Co., Inc., Equity Incentive Plan (the ?Plan?) upon the following terms and conditions: Name of Participant: Grant Date: Nu

September 25, 2017 SC TO-C

Greenhill SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) Of the Securities Exchange Act of 1934 Greenhill & Co., Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Common Stock, par value $0.01 per share (Title of Class of Securities) 395259104 (CUSIP Number of Class of Securities) Ricardo

September 25, 2017 EX-99.1

Greenhill Announces Plan for Recapitalization and Major Share Repurchase

EX-99.1 Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 For Immediate Release Greenhill Announces Plan for Recapitalization and Major Share Repurchase ? Primary objectives are to increase tax efficiency, reduce cost of capital, increase employee alignment with shareholders, and enhance long term shareholder value ? Plan to borrow $300 mil

September 25, 2017 EX-99.1

Greenhill Announces Plan for Recapitalization and Major Share Repurchase

EX-99.1 Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 For Immediate Release Greenhill Announces Plan for Recapitalization and Major Share Repurchase ? Primary objectives are to increase tax efficiency, reduce cost of capital, increase employee alignment with shareholders, and enhance long term shareholder value ? Plan to borrow $300 mil

September 25, 2017 8-K

Greenhill 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2017 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction

September 25, 2017 EX-99.1

Press Release of Greenhill & Co., Inc. dated September 25, 2017.

EX-99.1 2 d422725dex991.htm EX-99.1 Exhibit 99.1 Contact: Patrick Suehnholz Director of Investor Relations Greenhill & Co., Inc. (212) 389-1800 For Immediate Release Greenhill Announces Plan for Recapitalization and Major Share Repurchase • Primary objectives are to increase tax efficiency, reduce cost of capital, increase employee alignment with shareholders, and enhance long term shareholder val

September 25, 2017 SC TO-C

Greenhill 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2017 GREENHILL & CO., INC. (Exact name of registrant as specified in its charter) Commission File Number: 001-32147 Delaware 51-0500737 (State or other jurisdiction

August 9, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .

August 9, 2017 EX-10.3

THIRD-PARTY SECURITY AGREEMENT

THIRD-PARTY SECURITY AGREEMENT (Receivables) This THIRD-PARTY SECURITY AGREEMENT (Receivables) (the "Agreement"), dated as of August 8, 2017, is executed by and between Greenhill Cogent, LP, a Texas Limited Partnership ("Debtor"), and FIRST REPUBLIC BANK ("Lender").

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