Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
GREENHILL CO INC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

300 PARK AVENUE
NEW YORK, NY 10022
Phone Number: subscription required

Item 3. Related Persons

Name
ROBERT F. GREENHILL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
SCOTT L. BOK
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
HAROLD J. RODRIGUEZ
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
CHRISTOPHER T. GRUBB
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
PATRICIA MORAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ROBERT T. BLAKELY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
STEVEN F. GOLDSTONE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
STEPHEN L. KEY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
KAREN P. ROBARDS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

INVESTMENT BANKING

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
OVER $100,000,000

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
04/01/2015

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response
779,454 SHARES OF COMMON STOCK WERE ISSUED ON 04/01/2015 (CLOSING STOCK CONSIDERATION). AN ADDITIONAL APPROXIMATE 334,054 SHARES OF COMMON STOCK ARE PAYABLE IN THE FUTURE IF CERTAIN REVENUE TARGETS ARE ACHIEVED (EARN-OUT STOCK CONSIDERATION).

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
44150592
Total Amount Sold
30905351
Total Remaining to be Sold
13245241
Clarification of Response
TOTAL OFFERING AMOUNT IS CLOSING STOCK CONSIDERATION PLUS EARN-OUT STOCK CONSIDERATION AND TOTAL AMOUNT SOLD IS CLOSING STOCK CONSIDERATION, EACH CALCULATED BY MULTIPLYING THE NUMBER OF APPLICABLE SHARES BY THE CLOSING TRADING PRICE ON 03/31/2015.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
8

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
GREENHILL CO INC
Issuer Signature
/S/ PATRICIA MORAN
Signer Name
PATRICIA MORAN
Signer Title
CHIEF LEGAL OFFICER AND SECRETARY
Signature Date
04/16/2015

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