X0202 3 2005-10-26 0 0001330849 Hercules Offshore, L.L.C. HERO 0001292336 GREENHILL CAPITAL PARTNERS, LLC 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001292339 GCP MANAGING PARTNER, L.P. 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001282977 GREENHILL & CO INC 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 0001120194 GREENHILL CAPITAL PARTNERS LP 300 PARK AVENUE, 23RD FLOOR NEW YORK NY 10022 0 0 1 0 Limited Liability Company Membership Interests 19661 I Through limited partnerships The reporting persons currently own limited liability company interests ("Membership Interests") in Hercules Offshore, LLC ("Hercules"). Hercules is expected to be converted into a corporation immediately prior to the closing date of its initial public offering, at which time, pursuant to the terms of the Amended and Restated Operating Agreement of Hercules Offshore, LLC dated as of October 1, 2004 (as amended), each Membership Interest will be automatically converted into 350 shares of common stock, par value $0.01 per share, of Hercules Offshore, Inc. ("Common Stock"), for a total of 6,881,350 shares of Common Stock. This Form 3 is being filed by more than one reporting person. Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner, L.P. GCP Managing Partner, L.P. is the managing general partner of Greenhill Capital Partners, L.P., which is the record owner of 12,166 Membership Interests (which are expected to be converted into 4,258,100 shares of Issuer's Common Stock ), Greenhill Capital Partners (Executives), L.P., which is the record owner of 1,873 Membership Interests (which are expected to be converted into 655,550 shares of Common Stock), Greenhill Capital, L.P., which is the record owner of 3,883 Membership Interests (which are expected to be converted into 1,359,050 shares of Common Stock), and Greenhill Capital Partners (Cayman), L.P., which is the record owner of 1,739 Membership Interests (which are expected to be converted into 608,650 shares of Common Stock). Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein. Greenhill Capital Partners, LLC, By: /s/ V. Frank Pottow, Managing Director 2005-10-26 Greenhill Capital Partners, L.P., By: Greenhill Capital Partners, LLC, its general partner, /s/ V. Frank Pottow, Managing Director 2005-10-26 Greenhill Capital Partners, L.P., By: GCP Managing Partner L.P., its managing general partner, /s/ V. Frank Pottow, Managing Director 2005-10-26 Greenhill & Co. Inc., By: /s/ Scott L. Bok, U.S. President 2005-10-26 GCP Managing Partner L.P., By: Greenhill Capital Partners, LLC, its general partner, /s/ V. Frank Pottow, Managing Director 2005-10-26