SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BOK SCOTT L (Last) (First) (Middle) GREENHILL & CO., INC. 300 PARK AVENUE (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GREENHILL & CO INC [ GHL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/05/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/05/2019		M		50,312	A	$0.00	219,964	D(1)
Common Stock	02/05/2019		F		26,777	D	$25.21	193,187	D
Common Stock	02/05/2019		M		87,714	A	$0.00	280,901	D
Common Stock	02/05/2019		F		46,144	D	$25.21	234,757	D
Common Stock	02/05/2019		M		62,336	A	$0.00	297,093	D
Common Stock	02/05/2019		F		33,176	D	$25.21	263,917	D
Common Stock								728,243	I	See Footnote(2)
Common Stock								288,783	I	See Footnote(3)
Common Stock								409,859	I	By grantor retained annuity trust(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	02/05/2019		M			50,312	(5)	(5)	Common Stock	50,312	$0.00	0	D
Restricted Stock Units	(6)	02/05/2019		M			87,714	(6)	(6)	Common Stock	87,714	$0.00	0	D
Performance Stock Units	(7)	02/05/2019		M			62,336	(7)	(7)	Common Stock	62,336	$0.00	0	D
Restricted Stock Units	(8)	02/05/2019		A		117,017		(8)	(8)	Common Stock	117,017	$0.00	117,017	D

Explanation of Responses:

1. On November 16, 2015, Mr. Bok contributed 400,000 shares of Greenhill & Co., Inc. Common Stock to a grantor retained annuity trust for the benefit of himself and his two children, of which the remaining 169,652 shares on November 16, 2018 reverted back to Mr. Bok pursuant to the terms of such trust.

2. These shares of Common Stock are directly owned by Bok Family Partners L.P., a Delaware limited partnership, of which Scott L. Bok is the general partner. Scott L. Bok disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. These shares of Common Stock are directly owned by the Bok Family Foundation. Mr. Bok expressly disclaims beneficial ownership of these securities.

4. On November 7, 2018, Mr. Bok contributed 409,859 shares of Greenhill & CO., Inc. Common Stock to a grantor retained annuity trust for the benefit of himself and his tow children.

5. This restricted stock unit award was granted on February 4, 2014 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in full on January 1 of the fifth calendar year following the grant date and are subject to payment within 75 days following such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 4, 2019, the vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.

6. This restricted stock unit award was granted on January 27, 2016 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in full on January 1 of the third calendar year following the grant date and are subject to payment within 75 days following such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 4, 2019, the restricted stock award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.

7. These Performance-Based Restricted Stock Units ("PRSUs") were granted on January 27, 2016, but were conditional upon Greenhill & Co., Inc. (the "Issuer") meeting certain growth performance goals between January 1, 2016 and December 31, 2018 (the "Performance Period"). On January 30, 2019, the Compensation Committee of the Issuer's Board of Directors determined the extent to which the Issuer met the performance goals for the Performance Period and the number of PRSUs that vested for the Reporting Person. Each PRSU represents the right to receive one share of Common Stock. On February 4, 2019, the vesting of this PRSU was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.

8. This restricted stock unit award was granted on February 4, 2019 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in full on January 1 of the fifth calendar year following the grant date and are subject to payment within 75 days following such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof.

Remarks:

	/s/ Harold J. Rodriguez, Jr., Attorney-in-Fact for Scott L. Bok	02/07/2019
	** Signature of Reporting Person	Date
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