SEC Form SC 13D/A filed by Greenhill & Co. Inc. (Amendment)

8/18/22 10:01:22 AM ET

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SC 13D/A 1 amendment8tosc13d.htm SC 13D/A Document

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)

395259104

(CUSIP Number)

Scott L. Bok

c/o Greenhill & Co., Inc.

1271 Avenue of the Americas

New York, New York 10020

(212) 389-1500

with a copy to:

Harold J. Rodriguez, Jr.

Greenhill & Co., Inc.

1271 Avenue of the Americas

New York, New York 10020

(212) 389-1500

(Name, address and telephone number of person authorized to receive notices and communications)

August 15, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.


*			The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 395259104

13D

Page 1 of 13



1	Names of Reporting Persons Scott L. Bok
2	Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3	SEC Use Only
4	Source of Funds (See Instructions) PF
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 302,598
		8	Shared Voting Power 2,420,755
		9	Sole Dispositive Power 302,598
		10	Shared Dispositive Power 2,420,755
11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,723,353
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 15.2%
14	Type of Reporting Person (See Instructions) IN

CUSIP No. 395259104

13D

Page 2 of 13



1	Names of Reporting Persons Bok Family Partners, L.P.
2	Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3	SEC Use Only
4	Source of Funds (See Instructions) AF, WC
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power None
		8	Shared Voting Power 1,536,449
		9	Sole Dispositive Power None
		10	Shared Dispositive Power 1,536,449
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,536,449
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 8.6%
14	Type of Reporting Person (See Instructions) PN

CUSIP No. 395259104

13D

Page 3 of 13



1	Names of Reporting Persons Bok Family Foundation
2	Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization Connecticut
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power None
		8	Shared Voting Power 288,783
		9	Sole Dispositive Power None
		10	Shared Dispositive Power 288,783
11	Aggregate Amount Beneficially Owned by Each Reporting Person 288,783
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 1.6%
14	Type of Reporting Person (See Instructions) OO

CUSIP No. 395259104

13D

Page 4 of 13



1	Names of Reporting Persons Scott L. Bok March 2020 Annuity Trust
2	Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 132,639
		8	Shared Voting Power None
		9	Sole Dispositive Power 132,639
		10	Shared Dispositive Power None
11	Aggregate Amount Beneficially Owned by Each Reporting Person 132,639
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 0.7%
14	Type of Reporting Person (See Instructions) OO

CUSIP No. 395259104

13D

Page 5 of 13



1	Names of Reporting Persons Scott L. Bok November 2020 Annuity Trust
2	Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 324,528
		8	Shared Voting Power None
		9	Sole Dispositive Power 324,528
		10	Shared Dispositive Power None
11	Aggregate Amount Beneficially Owned by Each Reporting Person 324,528
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 1.8%
14	Type of Reporting Person (See Instructions) OO

CUSIP No. 395259104

13D

Page 6 of 13



1	Names of Reporting Persons Scott L. Bok November 2021 Annuity Trust
2	Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3	SEC Use Only
4	Source of Funds (See Instructions) AF
5	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or Place of Organization New York
Number of Shares Beneficially Owned By Each Reporting Person With		7	Sole Voting Power 138,356
		8	Shared Voting Power None
		9	Sole Dispositive Power 138,356
		10	Shared Dispositive Power None
11	Aggregate Amount Beneficially Owned by Each Reporting Person 138,356
12	Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13	Percent of Class Represented By Amount in Row (11) 0.8%
14	Type of Reporting Person (See Instructions) OO

CUSIP No. 395259104

13D

Page 7 of 13

Explanatory Note

The purpose of this Amendment No. 8 (this “Amendment No. 8”) to the Schedule 13D filed with the U.S. Securities and Exchange Commission on January 10, 2018, as amended on June 26, 2018, November 13, 2018, August 22, 2019, January 16, 2020, August 25, 2020, November 15, 2021 and May 26, 2022 (the “Schedule 13D”) is to reflect an increase in the percentage of the shares of Common Stock, par value $0.01 per share (the “Shares”), of Greenhill & Co., Inc., a Delaware corporation (the “Issuer”), beneficially owned by the Reporting Persons. The increase in the percentage of the Shares beneficially owned by the Reporting Persons since the Schedule 13D was last amended on May 26, 2022, is attributable to (i) Bok Family Partners, L.P.’s purchase on the open market of 32,529 Shares on August 8, 2022, 50,000 Shares on August 9, 2022, and 37,450 shares on August 10, 2022; (ii) Scott L. Bok's purchase in the open market of 38,000 Shares on August 15, 2022, 40,000 Shares on August 16, 2022, and 32,430 shares on August 17, 2022; and (iii) a decrease in the outstanding Shares. Except as set forth below, all Items of the Schedule 13D remain unchanged. Capitalized terms used in this Amendment No. 8 and not otherwise defined shall have the respective meanings assigned to such terms in the Schedule 13D.

CUSIP No. 395259104

13D

Page 8 of 13


Item 2.			Identity and Background

The table set forth under Item 2 is hereby amended and restated as follows:

Reporting Person

Address of Principal
Office / Business or
Residence Address

Jurisdiction of

Organization /

Citizenship

Occupation and
Name / Address

of Employer

Principal Business

Scott L. Bok

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

United States of America

Chairman and Chief Executive Officer of Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

Investment Banking

Bok Family Partners, L.P.

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

Delaware

N/A

Holding Company

Bok Family Foundation

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

Connecticut

N/A

Charitable Foundation

Scott L. Bok

March 2020

Annuity Trust

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

New York

N/A

Grantor Retained Annuity Trust Holding Assets for the Benefit of Scott L. Bok and His Two Children

Scott L. Bok

November 2020

Annuity Trust

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

New York

N/A

Grantor Retained Annuity Trust Holding Assets for the Benefit of Scott L. Bok and His Two Children

Scott L. Bok

November 2021

Annuity Trust

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

New York

N/A

Grantor Retained Annuity Trust Holding Assets for the Benefit of Scott L. Bok and His Two Children

CUSIP No. 395259104

13D

Page 9 of 13

Reporting Person

Address of Principal
Office / Business or
Residence Address

Jurisdiction of

Organization /

Citizenship

Occupation and
Name / Address

of Employer

Principal Business

Bok Family Partners, L.P.

Control Persons

Scott L. Bok,

General Partner

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

See above.

Bok Family Foundation

Control Persons

Scott L. Bok,

Trustee

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

See above.

Roxanne Bok,

Trustee

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

United States of America

Not employed.

N/A

Elliot Peter Bok,

Trustee

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

United States of America

Senior Associate, CBRE Group, 200 Park Avenue, New York, NY 10166

Commercial Real Estate Services

Scott L. Bok March 2020 Annuity Trust

Control Persons

Scott L. Bok,

Trustee

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

See above.

Scott L. Bok November 2020 Annuity Trust

Control Persons

Scott L. Bok,

Trustee

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

See above.

Scott L. Bok November 2021 Annuity Trust

Control Persons

Scott L. Bok,

Trustee

c/o Greenhill & Co., Inc., 1271 Avenue of the Americas, New York, NY 10020

See above.

CUSIP No. 395259104

13D

Page 10 of 13


Item 3.			Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

On August 8, 2022, Bok Family Partners, L.P. purchased 17,534 Shares through a broker on the open market at a price per share of $8.96. The source of funds for such purchase was working capital of Bok Family Partners, L.P.

On August 8, 2022, Bok Family Partners, L.P. purchased 14,995 Shares through a broker on the open market at a price per share of $8.64. The source of funds for such purchase was working capital of Bok Family Partners, L.P.

On August 9, 2022, Bok Family Partners, L.P. purchased 50,000 Shares through a broker on the open market at a price per share of $8.89. The source of funds for such purchase was working capital of Bok Family Partners, L.P.

On August 10, 2022, Bok Family Partners, L.P. purchased 37,450 Shares through a broker on the open market at a price per share of $8.90. The source of funds for such purchase was working capital of Bok Family Partners, L.P.

On August 15, 2022, Scott L. Bok purchased 38,000 Shares through a broker on the open market at a price per share of $8.80. The source of funds for such purchase was personal funds of Scott L. Bok.

On August 16, 2022, Scott L. Bok purchased 40,000 Shares through a broker on the open market at a price per share of $9.02. The source of funds for such purchase was personal funds of Scott L. Bok.

On August 17, 2022, Scott L. Bok purchased 32,430 Shares through a broker on the open market at a price per share of $8.83. The source of funds for such purchase was personal funds of Scott L. Bok.


Item 5.			Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a) See Item 9 on the Cover Pages to this Amendment No. 8. Percentages are based on 17,936,308 Shares outstanding as of August 17, 2022.

As of the date hereof, the Reporting Persons beneficially own 2,723,353 Shares as a group, representing approximately 15.2% of the outstanding Shares.

Scott L. Bok. Scott L. Bok is the direct beneficial owner of 302,598 Shares, representing approximately 1.7% of the outstanding Shares.

Bok Family Partners, L.P. Scott L. Bok controls Bok Family Partners, L.P. Bok Family Partners, L.P. is the direct beneficial owner of 1,536,449 Shares, representing approximately 8.6% of the outstanding Shares.

Bok Family Foundation. Scott L. Bok controls the Bok Family Foundation. The Bok Family Foundation is the direct beneficial owner of 288,783 Shares, representing approximately 1.6%of the outstanding Shares.

CUSIP No. 395259104

13D

Page 11 of 13

Scott L. Bok March 2020 Annuity Trust. Scott L. Bok controls the Scott L. Bok March 2020 Annuity Trust. The Scott L. Bok March 2020 Annuity Trust is the direct beneficial owner of 132,639 Shares, representing approximately 0.7% of the outstanding Shares.

Scott L. Bok November 2020 Annuity Trust. Scott L. Bok controls the Scott L. Bok November 2020 Annuity Trust. The Scott L. Bok November 2020 Annuity Trust is the direct beneficial owner of 324,528 Shares, representing approximately 1.8% of the outstanding Shares.

Scott L. Bok November 2021 Annuity Trust. Scott L. Bok controls the Scott L. Bok November 2021 Annuity Trust. The Scott L. Bok November 2021 Annuity Trust is the direct beneficial owner of 138,356 Shares, representing approximately 0.8% of the outstanding Shares.

(b) Number of Shares as to which each Reporting Person has:

(i) Sole power to vote or to direct the vote: See item 7 on the Cover Pages to this Amendment No. 8.

(ii) Shared power to vote or to direct the vote: See item 8 on the Cover Pages to this Amendment No. 8.

(iii) Sole power to dispose or to direct the disposition: See item 9 on the Cover Pages to this Amendment No. 8.

(iv) Shared power to dispose or to direct the disposition: See item 10 on the Cover Pages to this Amendment No. 8.

(c) On August 8, 2022, Bok Family Partners, L.P. purchased 17,534 Shares through a broker on the open market at a price per share of $8.96.

On August 8, 2022, Bok Family Partners, L.P. purchased 14,995 Shares through a broker on the open market at a price per share of $8.64.

On August 9, 2022, Bok Family Partners, L.P. purchased 50,000 Shares through a broker on the open market at a price per share of $8.89.

On August 10, 2022, Bok Family Partners, L.P. purchased 37,450 Shares through a broker on the open market at a price per share of $8.90.

On August 15, 2022, Scott L. Bok purchased 38,000 Shares through a broker on the open market at a price per share of $8.80.

On August 16, 2022, Scott L. Bok purchased 40,000 Shares through a broker on the open market at a price per share of $9.02.

On August 17, 2022, Scott L. Bok purchased 32,430 Shares through a broker on the open market at a price per share of $8.83.

Except as described in this Item 5(c), there have been no transactions in Shares effected during the past 60 days by any of the Reporting Persons.

CUSIP No. 395259104

13D

Page 12 of 13


Item 6.			Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Equity Incentive Plans. As the Chairman and Chief Executive Officer of the Issuer, Scott L. Bok is eligible to receive awards under the Issuer’s Equity Incentive Plans, which were adopted to motivate employees of the Issuer and allow them to participate in the ownership of Shares. The Amended 2019 Equity Incentive Plan became effective upon its approval by the Issuer’s stockholders at the Issuer’s annual meeting on April 27, 2022 (the “Amended 2019 Equity Incentive Plan”) and, together with the Issuer’s 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”) the “Equity Incentive Plans”). The Amended 2019 Equity Incentive Plan amended the Issuer’s existing 2019 Equity Incentive Plan approved by the Issuer’s stockholders at the Issuer’s annual meeting on April 24, 2019. The Amended 2019 Equity Incentive Plan is administered by the Compensation Committee, which has the authority, either directly or through its delegates, to grant equity awards to eligible persons including employees and directors. Awards under the Amended 2019 Equity Incentive Plan may be granted in the form of stock options, restricted stock, restricted stock units, performance awards, or other stock-based awards.

The maximum number of Shares that may be issued under the Amended 2019 Equity Incentive Plan in respect of awards granted thereunder is 8,158,887, which figure includes (i) 4,500,000 plus (ii) 2,178,468 Shares remaining available for issuance under the 2019 Equity Incentive Plan plus (iii) 1,480,419 Shares that were not issued under the 2019 Equity Incentive Plan that may now be offered or sold under the Amended 2019 Equity Incentive Plan, subject to certain adjustments for major corporate transactions or awards which are cancelled, terminated, forfeited, fail to vest or are otherwise not paid or settled for any reason. Awards granted under the Equity Incentive Plans generally vest ratably over a period of four to five years beginning on the first anniversary of the grant date or in full on the third, fourth or fifth anniversary of the grant date. The default treatment under the Equity Incentive Plans provides that awards shall fully vest upon a termination of employment as a result of death or disability and that awards are forfeited upon any other termination of employment outside of the change in control context.

This summary of the Equity Incentive Plans is qualified in its entirety by reference to the Amended 2019 Equity Incentive Plan and the 2019 Equity Incentive Plan, copies of which are attached hereto as Exhibit 9, Exhibit 5 and Exhibit 1, respectively, and incorporated herein by reference.

CUSIP No. 395259104

13D

Page 13 of 13

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 18, 2022



Scott L. Bok

By:						/s/ Scott L. Bok
Name:						Scott L. Bok

Bok Family Partners, L.P.

By:						/s/ Scott L. Bok
Name:						Scott L. Bok
Title:						General Partner

Bok Family Foundation

By:						/s/ Scott L. Bok
Name:						Scott L. Bok
Title:						Trustee

Scott L. Bok March 2020 Annuity Trust

By:						/s/ Scott L. Bok
Name:						Scott L. Bok
Title:						Trustee

Scott L. Bok November 2020 Annuity Trust

By:						/s/ Scott L. Bok
Name:						Scott L. Bok
Title:						Trustee

Scott L. Bok November 2021 Annuity Trust

By:						/s/ Scott L. Bok
Name:						Scott L. Bok
Title:						Trustee

EXHIBIT INDEX



Exhibit Number						Description

1						Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit A to the Issuer’s Definitive Proxy Statement on Schedule 14A, filed on March 13, 2015).*

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

3						Joint Filing Agreement, dated January 10, 2018, by and among the Reporting Persons.*

4						Joinder Agreement, dated November 13, 2018, to the Joint Filing Agreement.*

5						Greenhill & Co., Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit A to the Issuer’s Definitive Proxy Statement on Schedule 14A, filed on March 20, 2019).*

6						Joinder Agreement, dated August 21, 2019, to the Joint Filing Agreement.*

7						Joinder Agreement, dated August 25, 2020, to the Joint Filing Agreement.*

8						Joinder Agreement, dated November 15, 2021 to the Joint Filing Agreement*

9						Greenhill & Co., Inc. Amended 2019 Equity Incentive Plan (incorporated by reference to Exhibit A to the Issuer's Definitive Proxy Statement on Schedule 14A, filed on March 14, 2022)*


*			Previously filed.

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Date	Price Target	Rating	Analyst
4/28/2022	$16.50 → $12.00	Mkt Perform → Underperform	Keefe Bruyette
3/9/2022	$18.50 → $17.00	Neutral	Piper Sandler
7/14/2021	$15.50	Underperform → Market Perform	Keefe, Bruyette & Woods

SEC Form SC 13D/A filed by Greenhill & Co. Inc. (Amendment)

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SEC Form SC 13G/A filed by Greenhill & Co. Inc. (Amendment)