8-K

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): December 20, 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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5. Corporate Governance and Management.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2011, Greenhill & Co., Inc. (“Greenhill”) issued a press release announcing the death of two Managing Directors of the firm — Jeffrey F. Buckalew and Rakesh Chawla. Mr. Buckalew, age 45, was Head of Greenhill’s North American Advisory activities. Mr. Chawla, age 36, was a Managing Director who specialized in the financial services sector. A copy of the press release 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	Press Release of Greenhill & Co., Inc. dated December 20, 2011.

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: December 20, 2011	By:	/s/    ULRIKA EKMAN
	Name:	Ulrika Ekman
	Title:	General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Greenhill & Co., Inc. dated December 20, 2011.

E-1

EX-99.1

Exhibit 99.1

Contact: Richard J. Lieb,

Chief Financial Officer

Greenhill & Co., Inc.

(212) 389-1800

For Immediate Release

Greenhill & Co. Mourns Death of Two Managing Directors

New York, December 20, 2011 — Greenhill & Co., Inc. regretfully reports that two Managing Directors of the firm—Jeffrey F. Buckalew and Rakesh Chawla—are believed to have been aboard a private plane that crashed this morning in New Jersey. The plane belonged to Mr. Buckalew, an experienced pilot whose passion was flying. We also believe that Mr. Buckalew’s wife, Corinne, and their two children, Jackson and Meriwether, were on the plane. Press reports indicate there were no survivors. The firm has no further information regarding the crash at this time.

Robert F. Greenhill, Chairman and Scott Bok, Chief Executive Officer, jointly commented that, “The firm is in deep mourning over the tragic and untimely death of two of its esteemed colleagues and members of Jeff’s family. Jeff was one of the first employees of Greenhill. He and Rakesh were extraordinary professionals who were highly respected by colleagues and clients alike. They will be sorely missed and our sympathies go out to their families and friends.”

Mr. Buckalew, age 45, was Head of Greenhill’s North American Advisory activities. Prior to joining Greenhill in 1996 Jeff was an Associate for three years in the financial institutions group at Salomon Brothers. He also spent two years with Chemical Bank’s leveraged finance group.

Mr. Chawla, age 36, was a Managing Director who specialized in the financial services sector. He had joined the firm in 2003 from The Blackstone Group.

Greenhill & Co., Inc. (NYSE:GHL) is a leading independent investment bank focused on providing financial advice on significant mergers, acquisitions, restructurings, financings and capital raisings to corporations, partnerships, institutions and governments. It acts for clients located throughout the world from its offices in New York, London, Frankfurt, Sydney, Tokyo, Toronto, Chicago, Dallas, Houston, Los Angeles, Melbourne and San Francisco.