Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
GREENHILL CO INC
Jurisdiction of Incorporation/Organization
DE
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
23RD FLOOR
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
SIMON A. BORROWS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROBERT H. NIEHAUS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

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

Item 3. Related Persons

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

Item 3. Related Persons

Name
ULRIKA EKMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JOHN C. DANFORTH
Address
subscription required
Relationship(s)
  • DIRECTOR
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 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:
04/01/2010

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security
  • Other: THE COMPANY ISSUED 1,099,874 SHARES OF COMMON STOCK, 659,926 SHARES OF SERIES A-1 CONTINGENT CONVERTIBLE PREFERRED STOCK AND 439,951 SHARES OF A-2 CONTINGENT CONVERTIBLE PREFERRED STOCK, AS DISCLOSED IN A CURRENT REPORT ON FORM 8-K FILED ON APRIL 1, 2010.

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
THE SECURITIES ISSUED CONSTITUTED THE CONSIDERATION PAID IN CONNECTION WITH AN ACQUISITION BY THE COMPANY, AS DISCLOSED BY THE COMPANY IN A CURRENT REPORT ON FORM 8-K FILED WITH THE COMMISSION ON APRIL 1, 2010.

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
INDEFINITE
Total Amount Sold
90250161
Total Remaining to be Sold
INDEFINITE
Clarification of Response
THE TOTAL OFFERING AMOUNT AND TOTAL AMOUNT SOLD ARE INDEFINITE BECAUSE THE VALUE OF THE CONTINGENT CONVERTIBLE PREFERRED STOCK DEPENDS ON FUTURE EVENTS AND CANNOT BE CALCULATED AT PRESENT. ITEM 13(B) PRESENTS THE VALUE OF THE COMMON STOCK AT ISSUANCE.

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:
3

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/ ULRIKA EKMAN
Signer Name
ULRIKA EKMAN
Signer Title
GENERAL COUNSEL AND SECRETARY
Signature Date
04/13/2010

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