0001140361-23-055610.txt : 20231201 0001140361-23-055610.hdr.sgml : 20231201 20231201085259 ACCESSION NUMBER: 0001140361-23-055610 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231130 FILED AS OF DATE: 20231201 DATE AS OF CHANGE: 20231201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Costantino Kevin M CENTRAL INDEX KEY: 0001648941 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32147 FILM NUMBER: 231457654 MAIL ADDRESS: STREET 1: GREENHILL & CO. STREET 2: 300 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1271 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-389-1500 MAIL ADDRESS: STREET 1: 1271 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 4 1 form4.xml X0508 4 2023-11-30 true 0001282977 GREENHILL & CO INC GHL 0001648941 Costantino Kevin M GREENHILL & CO., INC. 1271 AVENUE OF THE AMERICAS NEW YORK NY 10020 true President false Common Stock 2023-11-30 4 D 0 170954 D 0 D Restricted Stock Units 2023-11-30 4 D 0 249612 D Common Stock 249612 0 D Reflects the disposition of securities pursuant to the Agreement and Plan of Merger, dated as of May 22, 2023 (the "Merger Agreement"), by and among Greenhill & Co., Inc. a Delaware corporation (the "Company"), Mizuho Americas LLC, a Delaware limited liability company ("Purchaser"), and Blanc Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser ("Sub"), pursuant to which on November 30, 2023, Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly-owned subsidiary of Purchaser. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") (except for shares held by the Company as treasury stock, by any of the Company's subsidiaries, by Purchaser or any of Purchaser's subsidiaries (including Sub), or by any holder who was entitled to demand appraisal and has properly and validly demanded appraisal of such shares of Company Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, was treated as described in the Merger Agreement), was canceled and automatically converted into the right to receive $15.00 in cash (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock. At the Effective Time, pursuant to the Merger Agreement, each of the 249,612 outstanding Company restricted stock units held by the Reporting Person was converted into an unvested Purchaser cash-based award with respect to an amount in cash equal to the product obtained by multiplying (a) the Merger Consideration by (b) the number of shares of Company Common Stock covered by such award, which will otherwise remain subject to the same terms and conditions applicable to such award as of immediately prior to the Effective Time. /s/ Mark R. Lasky, Attorney-in-Fact for Kevin M. Costantino 2023-12-01