SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* GREENHILL CAPITAL PARTNERS, LLC (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/02/2004	3. Issuer Name and Ticker or Trading Symbol GLOBAL SIGNAL INC [ GSL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	8,422,194(1)(2)	I(1)(2)	Through limited partnerships(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to buy Common Stock ("Option")	06/08/2004	06/08/2014	Common Stock, par value $0.01 per share	140,000(3)(4)	$18	I	Through limited partnerships(3)(4)

1. Name and Address of Reporting Person* GREENHILL CAPITAL PARTNERS, LLC (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GCP MANAGING PARTNER, L.P. (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GCP, L.P. (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GREENHILL & CO INC (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GCP 2000, LLC (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GREENHILL CAPITAL PARTNERS LP (Last) (First) (Middle) 300 PARK AVE 23RD FL (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BOK SCOTT L (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GREENHILL ROBERT F (Last) (First) (Middle) 300 PARK AVENUE 23RD FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is being filed by more than one reporting person. Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner, L.P. GCP Managing Partner, L.P. and GCP, L.P. are general partners of Greenhill Capital Partners, L.P., which is the record owner of 5,173,164 shares of the common stock of the Issuer (the "Common Stock"), Greenhill Capital Partners (Executives), L.P., which is the record owner of 832,686 shares of Common Stock, Greenhill Capital, L.P., which is the record owner of 1,662,506 shares of Common Stock, and Greenhill Capital Partners (Cayman), L.P., which is the record owner of 753,838 shares of Common Stock.

2. GCP 2000, LLC, is the general partner of GCP, L.P. GCP 2000, LLC is in turn controlled by its Senior Members, Scott L. Bok, Robert F. Greenhill and Robert H. Niehaus, who is also the Vice Chairman of the Board of Directors of the Issuer. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its or his pecuniary interest therein.

3. Subject to the consummation of the Issuer's initial public offering, Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., will hold 28,000 Options (assuming the underwriters do not exercise their overallotment option). Greenhill Capital Partners, LLC is the general partner of GCP Managing Partner, L.P. GCP Managing Partner, L.P. and GCP, L.P. are general partners of Greenhill Capital Partners, L.P., which, subject to the consummation of the Issuer's initial public offering, will hold 69,109 Options (assuming the underwriters do not exercise their overallotment option), Greenhill Capital Partners (Executives), L.P., which, subject to the consummation of the Issuer's initial public offering, will hold 10,908 Options (assuming the underwriters do not exercise their overallotment option), Greenhill Capital, L.P., which, subject to the consummation of the Issuer's initial public offering, will hold 22,108 Options

4. (assuming the underwriters do not exercise their overallotment option), and Greenhill Capital Partners (Cayman), L.P., which, subject to the consummation of the Issuer's initial public offering, will hold 9,875 Options (assuming the underwriters do not exercise their overallotment option). GCP 2000, LLC, is the general partner of GCP, L.P. GCP 2000, LLC is in turn controlled by its Senior Members, Scott L. Bok, Robert F. Greenhill and Robert H. Niehaus, who is also the Vice Chairman of the Board of Directors of the Issuer. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its or his pecuniary interest therein. Each reporting person other than Greenhill & Co., Inc. and Greenhill Capital Partners, LLC disclaim beneficial ownership of the 28,000 Options to be held by Greenhill Capital Partners, LLC.

	/s/ Robert H. Niehaus, Chairman, Greenhill Capital Partners, LLC	06/02/2004
	** Signature of Reporting Person	Date
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