Sec Form 3 Filing - RODRIGUEZ HAROLD J JR @ GHL Acquisition Corp. - 2008-03-14

FORM 3 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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person RODRIGUEZ HAROLD J JR 2. Issuer Name and Ticker or Trading Symbol GHL Acquisition Corp. [ GHQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2008 (Street) 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 15,000 I By Spouse

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Warrants ( 1 ) $ 7 ( 2 ) ( 3 ) Common stock, par value $0.001 per share 15,000 I By Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RODRIGUEZ HAROLD J JR Chief Financial Officer Signatures /s/ Jodi Ganz, Attorney-in-fact for Harold J. Rodgriquez, Jr. 04/01/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock and warrants reported herein are included in units of GHL Acquisition Corp (the "Issuer"), each unit representing one share of common stock, par value $0.001, of the Issuer ("Common Stock") and one warrant to purchase one share of Common Stock. The Units were purchased pursuant to the directed unit program described in the prospectus (the "Prospectus") dated February 14, 2008, relating to the initial public offering (the "IPO"), as filed with the Securities and Exchange Commission on February 19, 2008. ( 2 )Exercisable on the later of (i) February 14, 2009 and (ii) the completion by the Issuer of an initial business combination, as described in the Prospectus, in each case if there is an effective registration statement covering the shares of common stock issuable upon exercise of the warrants contained in the Units sold in the IPO. ( 3 )Expires on the earlier of redemption or liquidation of the trust account or on 5:00 p.m., New York time, February 14, 2013.

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 Number.