UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported):  July 29, 2009
 
 
GREENHILL & CO., INC.
(Exact name of registrant as specified in its charter)
 
Commission file number 001-32147
 
Delaware
  
51-0500737
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification No.)
     
300 Park Avenue, 23rd floor
New York, New York 10022
  
 
10022
(Address of principal executive offices)
  
(ZIP Code)
     
Registrant’s telephone number, including area code:  (212) 389-1500
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 7.01.       Regulation FD Disclosure
 

Attached hereto as Exhibit 99.1 and incorporated by reference is a copy of the press release, dated July 29, 2009, issued by Greenhill & Co., Inc. announcing the warrant restructuring completed by GHL Acquisition Corp., the special purpose acquisition company sponsored by Greenhill & Co., Inc.


Item 8.01.       Other Events

See Item 7.01.

The information in this report is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act (unless otherwise indicated in such filing).


Section 9.       Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.
 
(c)           Exhibits.  The following exhibit is being furnished as part of this Report.
 
Exhibit
Number
  
Description
     
99.1
  
Press Release of Greenhill & Co., Inc. dated July 29, 2009.
 
 
 
2
 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
 
 
 
Greenhill & Co., Inc.
   
   
Date:  July 29, 2009
By: 
/s/ Richard J.  Lieb
  
   
Name: Richard J. Lieb
   
Title: Chief Financial Officer
 
 
3
 
 

EXHIBIT INDEX
 
 
Exhibit
Number
  
Description
     
99.1
  
Press Release of Greenhill & Co., Inc. dated July 29, 2009.
 
 
 
E-1