John D. Liu - Nov 30, 2023 Form 4 Insider Report for GREENHILL & CO INC (GHL)

Role: Director
Signature: /s/ Mark R. Lasky, Attorney-in-Fact for John D. Liu
Stock symbol: GHL
Transactions as of: Nov 30, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/1/2023, 08:50 AM
Previous filing: Nov 16, 2023
Next filing: Apr 17, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GHL	Common Stock	Disposed to Issuer		-13.1K	-100%		0	Nov 30, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

John D. Liu is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Reflects the disposition of securities pursuant to the Agreement and Plan of Merger, dated as of May 22, 2023 (the "Merger Agreement"), by and among Greenhill & Co., Inc. a Delaware corporation (the "Company"), Mizuho Americas LLC, a Delaware limited liability company ("Purchaser"), and Blanc Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser ("Sub"), pursuant to which on November 30, 2023, Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly-owned subsidiary of Purchaser.
F2	At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") (except for shares held by the Company as treasury stock, by any of the Company's subsidiaries, by Purchaser or any of Purchaser's subsidiaries (including Sub), or by any holder who was entitled to demand appraisal and has properly and validly demanded appraisal of such shares of Company Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, was treated as described in the Merger Agreement), was canceled and automatically converted into the right to receive $15.00 in cash (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.

Content

Reflects the disposition of securities pursuant to the Agreement and Plan of Merger, dated as of May 22, 2023 (the "Merger Agreement"), by and among Greenhill & Co., Inc. a Delaware corporation (the "Company"), Mizuho Americas LLC, a Delaware limited liability company ("Purchaser"), and Blanc Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser ("Sub"), pursuant to which on November 30, 2023, Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly-owned subsidiary of Purchaser.

At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.01 per share, of the Company ("Company Common Stock") (except for shares held by the Company as treasury stock, by any of the Company's subsidiaries, by Purchaser or any of Purchaser's subsidiaries (including Sub), or by any holder who was entitled to demand appraisal and has properly and validly demanded appraisal of such shares of Company Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware, which, in each case, was treated as described in the Merger Agreement), was canceled and automatically converted into the right to receive $15.00 in cash (the "Merger Consideration"). As a result of the Merger, the Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.