0000950123-11-088545.txt : 20111004 0000950123-11-088545.hdr.sgml : 20111004 20111004165508 ACCESSION NUMBER: 0000950123-11-088545 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111004 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111004 DATE AS OF CHANGE: 20111004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENHILL & CO INC CENTRAL INDEX KEY: 0001282977 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 510500737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32147 FILM NUMBER: 111124446 BUSINESS ADDRESS: STREET 1: 300 PARK AVENUE STREET 2: 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-389-1500 MAIL ADDRESS: STREET 1: 300 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 y05217e8vk.htm FORM 8-K e8vk
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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 4, 2011
 
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 incorporation) 		  (I.R.S. Employer
Identification No.)
     
300 Park Avenue    
New York, New York   10022
(Address of principal executive offices)   (ZIP Code)
Registrant’s telephone number, including area code: (212) 389-1500
Former name or former address, if changed since last report: NOT APPLICABLE
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 8.01. Other Events
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.1

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Section 8. Other Events.
     Item 8.01. Other Events.
     On October 4, 2011, Scott L. Bok, Chief Executive Officer of Greenhill & Co., Inc. (“Greenhill”), sent a letter to Matthew J. Desch, Chief Executive Officer of Iridium Communications, Inc. (“Iridium”), informing him that Greenhill has set up a 10b5-1 Plan pursuant to which it will sell all of its Iridium common stock over a period of two or more years. A copy of this letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 9. Financial Statements and Exhibits
     Item 9.01. Financial Statements and Exhibits.
  (c)   Exhibits. The following exhibit is being furnished as part of this Report.
     
Exhibit    
Number   Description
 
    
99.1
  Letter from Scott L. Bok, Chief Executive Officer of Greenhill & Co., Inc., to Matthew J. Desch, Chief Executive Officer of Iridium Communications, Inc., dated October 4, 2011.

 

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
         
  Greenhill & Co., Inc.
 		  
Date: October 4, 2011  By:   /s/ Ulrika Ekman    
    Name:   Ulrika Ekman   
    Title:   General Counsel   
 

 

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EXHIBIT INDEX
     
Exhibit    
Number   Description
 
    
99.1
  Letter from Scott L. Bok, Chief Executive Officer of Greenhill & Co., Inc., to Matthew J. Desch, Chief Executive Officer of Iridium Communications, Inc., dated October 4, 2011.
E-1

 

EX-99.1 2 y05217exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
October 4, 2011
Matthew J. Desch
Chief Executive Officer
Iridium Communications, Inc.
1750 Tyson’s Boulevard, Suite 1400
McLean, VA 22101-4244
Dear Matt:
This is to inform you that Greenhill & Co., Inc. (“Greenhill”) has set up a 10b5-1 Plan pursuant to which it will sell all of its Iridium common stock over a period of two or more years. The agreement calls for the sale of our shares in small daily increments, which represent a small percentage of recent daily trading volume levels. Specifically, we will sell 15,000 shares per trading day when the prior day’s closing price of Iridium common stock was below $8.50, OR 20,000 shares per day when the prior day’s closing price was between $8.51-$9.50, OR 25,000 shares per day when the prior day’s closing price was above $9.50. The only exception is that we will not sell shares on the last five trading days of any calendar quarter. Please note that the 10b5-1 Plan relates only to shares owned by Greenhill and its subsidiaries, and I have no current intention to sell any Iridium shares owned by me personally. I also intend to continue to serve as a member of the Iridium board.
We continue to believe strongly in the value of Iridium. The purpose of the sale of shares beginning now is primarily to fund the repurchase of our own Greenhill common stock, which we believe is an attractive opportunity at this time. The reason for using a 10b5-1 Plan to implement such sales is to minimize the impact of our share sales on the market for Iridium shares and to avoid any misinterpretation of our views on the prospects of the company. The reason for the sale of shares over a period of multiple years is our hope that what we believe is the full value of Iridium will be reflected in its share price over time, resulting in greater share sale proceeds to Greenhill.
Sincerely,
Scott L. Bok
Chief Executive Officer