X0306 4 2019-02-05 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 2019-02-05 4 M 0 50312 0.00 A 219964 D Common Stock 2019-02-05 4 F 0 26777 25.21 D 193187 D Common Stock 2019-02-05 4 M 0 87714 0.00 A 280901 D Common Stock 2019-02-05 4 F 0 46144 25.21 D 234757 D Common Stock 2019-02-05 4 M 0 62336 0.00 A 297093 D Common Stock 2019-02-05 4 F 0 33176 25.21 D 263917 D Common Stock 728243 I See Footnote Common Stock 288783 I See Footnote Common Stock 409859 I By grantor retained annuity trust Restricted Stock Units 2019-02-05 4 M 0 50312 0.00 D Common Stock 50312 0 D Restricted Stock Units 2019-02-05 4 M 0 87714 0.00 D Common Stock 87714 0 D Performance Stock Units 2019-02-05 4 M 0 62336 0.00 D Common Stock 62336 0 D Restricted Stock Units 2019-02-05 4 A 0 117017 0.00 A Common Stock 117017 117017 D On November 16, 2015, Mr. Bok 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, of which the remaining 169,652 shares on November 16, 2018 reverted back to Mr. Bok pursuant to the terms of such trust. 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. Mr. Bok expressly disclaims beneficial ownership of these securities. On November 7, 2018, Mr. Bok contributed 409,859 shares of Greenhill & CO., Inc. Common Stock to a grantor retained annuity trust for the benefit of himself and his tow children. This restricted stock unit award was granted on February 4, 2014 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 4, 2019, the vesting 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 27, 2016 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in full on January 1 of the third 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 4, 2019, the restricted stock award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations. These Performance-Based Restricted Stock Units ("PRSUs") were granted on January 27, 2016, but were conditional upon Greenhill & Co., Inc. (the "Issuer") meeting certain growth performance goals between January 1, 2016 and December 31, 2018 (the "Performance Period"). On January 30, 2019, the Compensation Committee of the Issuer's Board of Directors determined the extent to which the Issuer met the performance goals for the Performance Period and the number of PRSUs that vested for the Reporting Person. Each PRSU represents the right to receive one share of Common Stock. On February 4, 2019, the vesting of this PRSU was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations. This restricted stock unit award was granted on February 4, 2019 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. /s/ Harold J. Rodriguez, Jr., Attorney-in-Fact for Scott L. Bok 2019-02-07