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) 10/26/2005	3. Issuer Name and Ticker or Trading Symbol Hercules Offshore, L.L.C. [ HERO ]
		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)
Limited Liability Company Membership Interests(1)	19,661(1)	I	Through limited partnerships(2)(3)

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

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* 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* GREENHILL CAPITAL PARTNERS LP (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. The reporting persons currently own limited liability company interests ("Membership Interests") in Hercules Offshore, LLC ("Hercules"). Hercules is expected to be converted into a corporation immediately prior to the closing date of its initial public offering, at which time, pursuant to the terms of the Amended and Restated Operating Agreement of Hercules Offshore, LLC dated as of October 1, 2004 (as amended), each Membership Interest will be automatically converted into 350 shares of common stock, par value $0.01 per share, of Hercules Offshore, Inc. ("Common Stock"), for a total of 6,881,350 shares of Common Stock.

2. 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. is the managing general partner of Greenhill Capital Partners, L.P., which is the record owner of 12,166 Membership Interests (which are expected to be converted into 4,258,100 shares of Issuer's Common Stock ), Greenhill Capital Partners (Executives), L.P., which is the record owner of 1,873 Membership Interests (which are expected to be converted into 655,550 shares of Common Stock), Greenhill Capital, L.P., which is the record owner of 3,883 Membership Interests (which are expected to be converted into 1,359,050 shares of Common Stock), and Greenhill Capital Partners (Cayman), L.P., which is the record owner of 1,739 Membership Interests (which are expected to be converted into 608,650 shares of Common Stock).

3. Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein.

	Greenhill Capital Partners, LLC, By: /s/ V. Frank Pottow, Managing Director	10/26/2005
	Greenhill Capital Partners, L.P., By: Greenhill Capital Partners, LLC, its general partner, /s/ V. Frank Pottow, Managing Director	10/26/2005
	Greenhill Capital Partners, L.P., By: GCP Managing Partner L.P., its managing general partner, /s/ V. Frank Pottow, Managing Director	10/26/2005
	Greenhill & Co. Inc., By: /s/ Scott L. Bok, U.S. President	10/26/2005
	GCP Managing Partner L.P., By: Greenhill Capital Partners, LLC, its general partner, /s/ V. Frank Pottow, Managing Director	10/26/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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