Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
GREENHILL & CO., INC., 300 PARK AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
01/29/2013
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/30/2012   G(1) V 82,000 D $ 0 125,047 (2) D  
Common Stock 11/30/2012   G(3) V 25,000 D $ 0 100,047 D  
Common Stock 01/29/2013   M   5,833 A $ 0 105,880 D  
Common Stock 01/29/2013   F   2,405 D $ 58.88 103,475 D  
Common Stock 01/29/2013   M   2,549 A $ 0 106,024 D  
Common Stock 01/29/2013   F   1,096 D $ 58.88 104,928 D  
Common Stock 01/29/2013   M   4,583 A $ 0 109,511 D  
Common Stock 01/29/2013   F   1,882 D $ 58.88 107,629 D  
Common Stock 11/30/2012   G(3) V 25,000 A $ 0 25,000 I By Bok Family Partners L.P.
Common Stock               43,104 I By grantor retained annuity trust (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (5) 01/29/2013   M     5,833   (5)   (5) Common Stock 5,833 $ 0 0 D  
Restricted Stock Units (6) 01/29/2013   M     2,549   (6)   (6) Common Stock 2,549 $ 0 2,550 D  
Restricted Stock Units (7) 01/29/2013   M     4,583   (7)   (7) Common Stock 4,583 $ 0 9,168 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BOK SCOTT L
GREENHILL & CO., INC.
300 PARK AVENUE
NEW YORK, NY 10022		   X     Chief Executive Officer  

Signatures

 /s/ Gavin D. Solotar, Attorney-in-Fact for Scott L. Bok   01/31/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On November 30, 2012, the reporting person made a gift of 82,000 shares of Greenhill & Co. Inc. common stock to the Bok Family Foundation. The reporting person expressly disclaims beneficial ownership of the shares held by the Bok Family Foundation.
(2) The total amount of shares shown includes 131,896 shares of Greenhill & Co. Inc. transferred by the grantor retained annuity trust to the reporting person on April 25, 2012 pursuant to the terms of such trust.
(3) On November 30, 2012, the reporting person made a gift of 25,000 shares of Greenhill & Co. Inc. common stock to Bok Family Partners L.P., a Delaware limited partnership, of which the reporting person is the general partner. Scott L. Bok disclaims beneficial ownership of securities owned by Bok Family Partners L.P. except to the extent of his pecuniary interest therein.
(4) On April 25, 2011, the reporting person contributed 175,000 shares of Greenhill & Co. Inc. common stock to a grantor retained annuity trust for the benefit of himself and his two children, of which 131,896 shares reverted back to the reporting person on April 25, 2012 pursuant to the terms of such trust.
(5) This restricted stock unit award was granted on January 30, 2008 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On January 29, 2013, the fifth vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
(6) This restricted stock unit award was granted on January 28, 2009 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On January 29, 2013, the fourth vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.
(7) This restricted stock unit award was granted on January 27, 2010 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On January 29, 2013, the third vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.

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