Greenhill & Co.,
Inc.
|
(Name
of Issuer)
|
Common Stock, par value $0.01
per share
|
(Title
of Class of Securities)
|
395259 10
4
|
(CUSIP
Number)
|
December 31,
2008
|
(Date
of Event which Requires Filing of this
Statement)
|
o
|
Rule
13d-1(b)
|
o
|
Rule
13d-1(c)
|
x
|
Rule
13d-1(d)
|
CUSIP No. 395259 10
4
|
13G
|
|
1.
|
NAME
OF REPORTING PERSONS:
Robert
F. Greenhill
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
USA
|
NUMBER
OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER:
17,120
|
6.
|
SHARED
VOTING POWER:
3,993,123
|
|
7.
|
SOLE
DISPOSITIVE POWER:
17,120
|
|
8.
|
SHARED
DISPOSITIVE POWER:
3,993,123
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,010,243
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
14.3%
|
|
12.
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP No. 395259 10
4
|
13G
|
|
1.
|
NAME
OF REPORTING PERSONS:
Greenhill
Family Limited Partnership
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Delaware
|
NUMBER
OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER:
None
|
6.
|
SHARED
VOTING POWER:
3,214,511
|
|
7.
|
SOLE
DISPOSITIVE POWER:
None
|
|
8.
|
SHARED
DISPOSITIVE POWER:
3,214,511
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,214,511
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
11.5%
|
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP No. 395259 10
4
|
13G
|
|
1.
|
NAME
OF REPORTING PERSONS:
Riversville
Aircraft Corporation II
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
|
3.
|
SEC
USE ONLY
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
Delaware
|
NUMBER
OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON WITH
|
5.
|
SOLE
VOTING POWER:
None
|
6.
|
SHARED
VOTING POWER:
778,612
|
|
7.
|
SOLE
DISPOSITIVE POWER:
None
|
|
8.
|
SHARED
DISPOSITIVE POWER:
778,612
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
778,612
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
2.8%
|
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
(a)
|
o |
Broker
or dealer registered under Section 15 of the Exchange
Act;
|
(b)
|
o |
Bank
as defined in Section 3(a)(6) of the Exchange Act;
|
(c)
|
o |
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
|
(d)
|
o |
Investment
company registered under Section 8 of the Investment Company
Act;
|
(e)
|
o |
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
(f)
|
o |
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
(g)
|
o |
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
(h)
|
o |
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
(i)
|
o |
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act;
|
(j)
|
o |
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
|
(a)
|
Amount
beneficially owned:
|
|
See
item 9 to Cover Pages on this Schedule
13G.
|
|
Robert
F. Greenhill directly owns 17,120 shares of Common
Stock.
|
|
Robert
F. Greenhill may be deemed to indirectly beneficially own 3,993,123
shares of Common Stock through the following
entities: Riversville Aircraft Corporation II, which is
controlled by Robert F. Greenhill, directly owns 778,612 shares of
Common Stock; and Greenhill Family Limited Partnership, of which Robert F.
Greenhill is the general partner, directly owns 3,214,511 shares of Common
Stock. Robert F. Greenhill disclaims beneficial ownership of
these securities except to the extent of his pecuniary interest
therein.
|
|
(b)
|
Percent
of class:
|
|
See
item 11 to Cover Pages on this Schedule
13G.
|
|
(c)
|
Number
of shares as to which such person
has:
|
|
(i)
|
Sole
power to vote or to direct the
vote:
|
|
See
item 5 to Cover Pages on this Schedule
13G.
|
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
|
See item 6 to Cover Pages on this Schedule
13G.
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of:
|
|
See item 7 to Cover Pages on this Schedule
13G.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition
of:
|
|
See item 8 to Cover Pages on this Schedule
13G.
|
February
13, 2009
|
|
(Date)
|
|
/s/
Robert F. Greenhill
|
|
(Signature)
|
|
Robert
F. Greenhill, on behalf of himself and in his capacity as the General
Partner of Greenhill Family Limited Partnership and in his capacity as the
President of Riversville Aircraft Corporation II
|
|
(Name/Title)
|