UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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(Amendment No. 1)*
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Grubb & Ellis Company
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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400095204
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(CUSIP Number)
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December 31, 2011
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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(Page 1 of 6 Pages)
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CUSIP No. 400095204
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13G/A
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Page 2 of 6 Pages
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1
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NAME OF REPORTING PERSON
Highbridge International LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
$7,505,500 principal amount of 12% cumulative participating perpetual convertible preferred stock convertible into 4,548,783 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
$7,505,500 principal amount of 12% cumulative participating perpetual convertible preferred stock convertible into 4,548,783 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$7,505,500 principal amount of 12% cumulative participating perpetual convertible preferred stock convertible into 4,548,783 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.17%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 400095204
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13G/A
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Page 3 of 6 Pages
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1
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NAME OF REPORTING PERSON
Highbridge Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
$7,505,500 principal amount of 12% cumulative participating perpetual convertible preferred stock convertible into 4,548,783 shares of Common Stock
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
$7,505,500 principal amount of 12% cumulative participating perpetual convertible preferred stock convertible into 4,548,783 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$7,505,500 principal amount of 12% cumulative participating perpetual convertible preferred stock convertible into 4,548,783 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.17%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 400095204
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13G/A
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Page 4 of 6 Pages
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1
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NAME OF REPORTING PERSON
Glenn Dubin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
$7,505,500 principal amount of 12% cumulative participating perpetual convertible preferred stock convertible into 4,548,783 shares of Common Stock
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|||
7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
$7,505,500 principal amount of 12% cumulative participating perpetual convertible preferred stock convertible into 4,548,783 shares of Common Stock
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
$7,505,500 principal amount of 12% cumulative participating perpetual convertible preferred stock convertible into 4,548,783 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.17%
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 400095204
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13G/A
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Page 5 of 6 Pages
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Item 4.
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Ownership
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(a)
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Amount beneficially owned:
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(b)
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Percent of class:
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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0
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(ii)
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Shared power to vote or to direct the vote
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See Item 4(a)
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(iii)
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Sole power to dispose or to direct the disposition of
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0
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(iv)
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Shared power to dispose or to direct the disposition of
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See Item 4(a)
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CUSIP No. 400095204
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13G/A
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Page 6 of 6 Pages
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HIGHBRIDGE CAPITAL MANAGEMENT, LLC
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HIGHBRIDGE INTERNATIONAL LLC
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By:
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Highbridge Capital Management, LLC
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its Trading Manager
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By: | /s/ John Oliva | |||||
Name:
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John Oliva
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Title:
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Managing Director
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By:
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/s/ John Oliva
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Name:
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John Oliva
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Title:
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Managing Director
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/s/ Glenn Dubin
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GLENN DUBIN
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