sc13dza

0000950123-09-022391.txt : 20090715 0000950123-09-022391.hdr.sgml : 20090715 20090715141220 ACCESSION NUMBER: 0000950123-09-022391 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090715 DATE AS OF CHANGE: 20090715 GROUP MEMBERS: SHARON THOMPSON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Thompson Anthony W CENTRAL INDEX KEY: 0001304188 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O THOMPSON FAMILY OFFICE STREET 2: 1901 MAIN STREET, SUITE 108 CITY: IRVINE STATE: CA ZIP: 92614 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRUBB & ELLIS CO CENTRAL INDEX KEY: 0000216039 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 941424307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32339 FILM NUMBER: 09945642 BUSINESS ADDRESS: STREET 1: 500 WEST MONROE STREET STREET 2: SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60661 BUSINESS PHONE: 3126986700 MAIL ADDRESS: STREET 1: 500 WEST MONROE STREET STREET 2: SUITE 2800 CITY: CHICAGO STATE: IL ZIP: 60661 SC 13D/A 1 w74822sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 8 )*

Grubb & Ellis Company

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

40009 52 0

(CUSIP Number)

Anthony W. Thompson
Thompson National Properties, LLC
1901 Main Street, Suite 108
Irvine, CA 92614
(949) 833-8252

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 10, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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 (“Act”) 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).


CUSIP No.		40009 52 0

NAMES OF REPORTING PERSONS

Anthony W. Thompson

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

2,513,940

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,720,241

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

2,513,940

WITH

SHARED DISPOSITIVE POWER

3,720,241

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,234,181*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.6%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


*		Mr. Thompson may be deemed to be the beneficial owner of 6,234,181 shares. These shares are held as follows: (i) 2,513,940 shares are held of record by Mr. Thompson and, accordingly, Mr. Thompson is entitled to exercise sole voting and dispositive power with respect to such shares; and (ii) 3,720,241 shares are held in a brokerage account by Mr. and Mrs. Thompson as joint tenants with a right of survivorship and, accordingly, Mr. and Mrs. Thompson share voting and dispositive power with respect to such shares.

**		Based on 65,265,828 shares of common stock outstanding.


CUSIP No.		40009 52 0

NAMES OF REPORTING PERSONS

Sharon Thompson

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

3,720,241

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

3,720,241

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,720,241*

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.7%**

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


*		Sharon Thompson may be deemed to be the beneficial owner of 3,720,241 shares. These shares are held in a brokerage account by Mr. and Mrs. Thompson as joint tenants with a right of survivorship and, accordingly, Mr. and Mrs. Thompson share voting and dispositive power with respect to such shares.

**		Based on 65,265,828 shares of common stock outstanding.

This Amendment No. 8 (this “Amendment”) relates to the Schedule 13D filed by Anthony W. Thompson with the Securities and Exchange Commission on December 17, 2007, as amended by Amendment No. 1 filed on June 26, 2008, Amendment No. 2 filed on October 27, 2008, Amendment No. 3 filed on November 4, 2008, Amendment No. 4 filed on November 19, 2008, Amendment No. 5 filed on November 24, 2008, Amendment No. 6 filed on January 8, 2009 and Amendment No. 7 filed on June 4, 2009 (the “Schedule 13D”), relating to shares of common stock, $.01 par value per share, of Grubb & Ellis Company (the “Issuer”). This Amendment is being filed on behalf of Anthony W. Thompson and Sharon Thompson (collectively, the “Reporting Persons”).

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a)(b) As of the date hereof, Mr. Thompson may be deemed to be the beneficial owner of 6,234,181 shares of Common Stock, or approximately 9.6% of the Common Stock outstanding. Mr. Thompson may be deemed to have shared power to vote or direct the vote of 3,720,241 shares of Common Stock held in a brokerage account by Mr. and Mrs. Thompson as joint tenants with a right of survivorship, and to have sole power to dispose or direct the disposition of 2,513,940 shares of Common Stock.

As of the date hereof, Mrs. Thompson may be deemed to be the beneficial owner of 3,720,241 shares of Common Stock, or approximately 5.7% of the Common Stock outstanding, and also may be deemed to have shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, such shares.

All of the percentages calculated in this statement are based upon an aggregate of 65,265,828 shares of Common Stock outstanding as of May 15, 2009, as set forth in the Form 10-K/A filed by the Issuer with respect to the year ended December 31, 2008.

(c) Schedule A annexed hereto lists all transactions in the Issuer’s securities since the most recent filing of Schedule 13D amendment. Except for the transactions described on Schedule A, which information is incorporated herein by reference, there have been no other transactions in the securities of the Issuer by the Reporting Persons since the most recent filing of Schedule 13D amendment immediately preceding the date of this report.

(d) Not applicable.

(e) Not applicable.

Item 7. Material to be Filed as Exhibits


Exhibit 99.17		Joint Filing Agreement, dated as of July 15, 2009, by and between Anthony W. Thompson and Sharon Thompson

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.



	/s/ Anthony W. Thompson
	Anthony W. Thompson

Date: July 15, 2009

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.



	/s/ Sharon Thompson
	Sharon Thompson

Date: July 15, 2009

SCHEDULE A

This schedule sets forth information with respect to each sale of Common Stock which was effectuated by a Reporting Person since the most recent filing of 13D amendment. All transactions were effectuated in the open market through a broker.

Sale of Shares held in the brokerage account by Mr. and Mrs. Thompson as joint tenants with a right of survivorship.


			Price Per Share
Date	Number of Shares Sold		($)		Aggregate Price ($)(1)

6/15/2009		14,100		0.91		12,831
6/17/2009		48,782		0.90		43,903.80
6/19/2009		34,979		0.90		31,481.10
6/22/2009		50,000		0.86		43,000
6/25/2009		50,000		0.92		46,000
6/25/2009		200		0.94		188
6/30/2009		50,000		0.86		43,000
7/1/2009		75,000		0.79		59,250
7/6/2009		100,000		0.76		76,000
7/7/2009		50,000		0.74		37,000
7/8/2009		75,000		0.71		53,250
7/9/2009		50,000		0.71		35,500
7/10/2009		50,000		0.70		35,000


(1)		Excludes commissions and other execution-related costs.

EX-99.17 2 w74822exv99w17.htm EX-99.17 exv99w17

EXHIBIT 99.17

JOINT FILING AGREEMENT

The undersigned hereby acknowledge and agree, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D amendment to which this Agreement is attached as Exhibit 99.17, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.

Dated: July 15, 2009



	/s/ Anthony W. Thompson
	Anthony W. Thompson


	/s/ Sharon Thompson
	Sharon Thompson