Sec Form 4 Filing - LIU JOHN D @ GHL Acquisition Corp. - 2008-02-21

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 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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1. Name and Address of Reporting Person LIU JOHN D 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) 300 PARK AVENUE, 23RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2008 (Street) NEW YORK, NY10022 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 02/21/2008 P 32,500 A 32,500 D

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 Warrant $ 7 02/21/2008 P 32,500 ( 2 ) ( 3 ) Common Stock 32,500 ( 1 ) 32,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIU JOHN D 300 PARK AVENUE, 23RD FLOOR NEW YORK, NY10022 Chief Financial Officer Signatures /s/ Ulrika Ekman 03/13/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock, par value $0.001 per share ("Common Stock"), and warrants (the "Warrants") were purchased as part of units (each a "Unit") sold in the initial public offering of GHL Acquisition Corp. (the "Issuer"), at a price of $10.00 per Unit. Each Unit consists of one share of Common Stock and one Warrant. Each Warrant entitles the holder to purchase one share of Common Stock for $7.00 per share. ( 2 )Exercisable on the later of February 14, 2009 and the completion by the Issuer of an initial business combination, as described in the prospectus (the "Prospectus") dated February 14, 2008, relating to the Issuer's initial public offering of securities (the "IPO"), as filed with the Securities and Exchange Commission on February 19, 2008. ( 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).

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