X0306 4 2016-02-01 0 0001282977 GREENHILL & CO INC GHL 0001288437 GREENHILL ROBERT F GREENHILL & CO., INC. 300 PARK AVENUE NEW YORK NY 10022 1 0 0 1 Chairman Common Stock 2016-02-01 4 M 0 35077 0.00 A 244530 D Common Stock 2016-02-01 4 F 0 13774 25.37 D 230756 D Common Stock 2016-02-01 4 M 0 9854 0.00 A 240610 D Common Stock 2016-02-01 4 F 0 3758 25.37 D 236852 D Common Stock 989524 I See Footnote Common Stock 239680 I See Footnote Restricted Stock Units 2016-02-01 4 M 0 35077 0.00 D Common Stock 35077 0 D Restricted Stock Units 2016-02-01 4 M 0 9854 0.00 D Common Stock 9854 19708 D These shares of Common Stock are directly owned by Greenhill Family Partnership, a Delaware Limited Partnership, of which Robert F. Greenhill is the general partner. Robert F. Greenhill disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. These shares of Common Stock are directly owned by Riversville Aircraft Corporation II, a Delaware corporation, which is controlled by Robert F. Greenhill. This restricted stock unit award was granted on February 7, 2011 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 1, 2016, the vesting in full of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations. This restricted stock unit award was granted on January 30, 2013 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each 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 applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 1, 2016, the third vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations. /s/ Ricardo Lima, Attorney-in-Fact for Robert F. Greenhill 2016-02-03