FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BOK SCOTT L		 2. Issuer Name and Ticker or Trading Symbol

GREENHILL & CO INC [ GHL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

GREENHILL & CO., INC., 1271 AVENUE OF THE AMERICAS		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/23/2022
(Street)

NEW YORK, NY 10020
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 5/23/2022  P  33167 A$11.22 1414225 I See Footnote (1)
Common Stock 5/24/2022  P  2079 A$11.22 1416304 I See Footnote (1)
Common Stock 5/25/2022  P  166 A$11.46 1416470 I See Footnote (1)
Common Stock 5/24/2022  P  42553 A$11.26 189190 D  
Common Stock 5/25/2022  P  2978 A$11.47 192168 D  
Common Stock         288783 I See Footnote (2)
Common Stock         132639 I By grantor retained annuity trust (3)
Common Stock         138356 I By grantor retained annuity trust (4)
Common Stock         324528 I By grantor retained annuity trust (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) These shares of Common Stock are directly owned by Bok Family Partners L.P., a Delaware limited partnership, of which Scott L. Bok is the general partner. Scott L. Bok disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(2) These shares of Common Stock are directly owned by the Bok Family Foundation. Mr. Bok expressly disclaims beneficial ownership of these securities.
(3) On March 17, 2020, Mr. Bok contributed 178,662 shares of Greenhill & Co., Inc. Common Stock to a grantor retained annuity trust for the benefit of himself and his two children. On March 19, 2021, 19,867 shares reverted back to Scott L. Bok's direct beneficial ownership from that of the Scott L. Bok March 2020 Grantor Annuity Trust. On March 16, 2022, 26,156 shares reverted back to Scott L. Bok's direct beneficial ownership from that of the Scott L. Bok March 2020 Grantor Annuity Trust.
(4) On November 12, 2021, Mr. Bok contributed 138,356 Shares of Greenhill & Co., Inc. Common Stock to a grantor retained annuity trust for the benefit of himself and his two children.
(5) On November 12, 2020, Mr. Bok contributed 388,005 shares of Greenhill & Co., Inc. Common Stock to a grantor retained annuity trust for the benefit of himself and his two children. On November 12, 2021, 63,477 Shares reverted back to Scott L. Bok's direct beneficial ownership from that of the Scott L. Bok November 2020 Annuity Trust.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BOK SCOTT L
GREENHILL & CO., INC.
1271 AVENUE OF THE AMERICAS
NEW YORK, NY 10020		XXChairman & CEO
Signatures
/s/ Harold J. Rodriguez, Jr., Attorney-in-Fact for Scott L. Bok5/25/2022
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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