4//SEC Filing
Faleiro Gitanjali Pinto 4
Accession 0001140361-23-055606
CIK 0001282977other
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 8:47 AM ET
Size
8.6 KB
Accession
0001140361-23-055606
Insider Transaction Report
Form 4
Faleiro Gitanjali Pinto
General Counsel
Transactions
- Disposition to Issuer
Restricted Stock Units
2023-11-30−49,330→ 0 total→ Common Stock (49,330 underlying) - Disposition to Issuer
Common Stock
2023-11-30−14,446→ 0 total
Footnotes (3)
- [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.
- [F3]At the Effective Time, pursuant to the Merger Agreement, each of the 49,330 outstanding Company restricted stock units held by the Reporting Person was converted into an unvested Purchaser cash-based award with respect to an amount in cash equal to the product obtained by multiplying (a) the Merger Consideration by (b) the number of shares of Company Common Stock covered by such award, which will otherwise remain subject to the same terms and conditions applicable to such award as of immediately prior to the Effective Time.
Documents
Issuer
GREENHILL & CO INC
CIK 0001282977
Entity typeother
Related Parties
1- filerCIK 0001805807
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 8:47 AM ET
- Size
- 8.6 KB