SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2.
 
(Amendment No. _)*


GHL Acquisition Corp.
(Name of Issuer)
 
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
 
36172H108
(CUSIP Number)
 
 
December 31, 2008
(Date of Event which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
 
o Rule 13d-1(c)
 
x Rule 13d-1(d)
 
 
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
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 CUSIP No. 42235N108
 13G
 
1
NAME OF REPORTING PERSONS
 
Greenhill & Co., Inc.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
 
o
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
 
8,369,563
6
SHARED VOTING POWER
 
None
7 
SOLE DISPOSITIVE POWER
 
8,369,563
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,369,563
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
17.3%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
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Item 1(a).  Name of Issuer:
 
GHL Acquisition Corp.
 
Item 1(b).  Address of Issuer’s Principal Executive Offices:
 
300 Park Avenue, New York, NY 10022
 
Item 2(a).  Name of Person Filing:
 
Greenhill & Co., Inc.
 
Item 2(b).  Address of Principal Business Office or, if None, Residence:
 
300 Park Avenue, New York, NY 10022
 
Item 2(c).  Citizenship:
 
See item 4 on Cover Pages to this Schedule 13G.
 
Item 2(d).  Title of Class of Securities:
 
Common Stock, $0.001 par value per share
 
Item 2(e).  CUSIP Number:
 
36172H108
 
Item 3.   If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
 
(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).
 
If this statement is filed pursuant to Rule 13d-1(c), check this box. o    
 
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Item 4.
Ownership.
 
The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement, other than the securities set forth opposite such person’s name in the table in Item 4(c) below.
 
 
(a)
Amount beneficially owned:
 
 
8,369,563
 
 (b)
Percent of class: 17.3%
 
 
 (c)
Number of shares as to which such person has:
 
(i)
Sole power to vote or to direct the vote: 8,369,563
 
(ii)
Shared power to vote or to direct the vote:  None
 
(iii)
Sole power to dispose or to direct the disposition of: 8,369,563
 
(iv)
Shared power to dispose or to direct the disposition of:  None
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
  Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.
Certifications.
 
Not applicable.
 
 
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SIGNATURE

 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
Date: February 13, 2009  
       
GREENHILL & CO., INC.
  
   
   
By: /s/ Jodi Ganz  
Name:
 Jodi Ganz  
Title:
 General Counsel & Secretary  

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