X0306 4 2016-02-01 0 0001282977 GREENHILL & CO INC GHL 0001288439 BOK SCOTT L GREENHILL & CO., INC. 300 PARK AVENUE NEW YORK NY 10022 1 1 0 0 Chief Executive Officer Common Stock 2016-02-01 4 M 0 41698 0.00 A 48075 D Common Stock 2016-02-01 4 F 0 17638 25.37 D 30437 D Common Stock 400000 I By grantor retained annuity trust Common Stock 25000 I See Footnote Common Stock 288783 I See Footnote Restricted Stock Units 2016-02-01 4 M 0 41698 0.00 D Common Stock 41698 0 D On November 16, 2015, the reporting person 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. 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. These shares of Common Stock are directly owned by the Bok Family Foundation. Scott L. Bok expressly disclaims beneficial ownership of these securities. 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. /s/ Ricardo Lima, Attorney-in-Fact for Scott L. Bok 2016-02-03