SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Murphy Devin Ignatius

(Last)

(First)

(Middle)

C/O GRUBB & ELLIS COMPANY

1551 N. TUSTIN AVE., SUITE 300

(Street)

SANTA ANA

92705

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRUBB & ELLIS CO [ GBE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	12/10/2010		A		52,174⁽¹⁾	A	$0⁽²⁾	156,768⁽³⁾⁽⁴⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Preferred Stock, par value $0.01⁽⁵⁾	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01	⁽⁶⁾		1,000	D

Explanation of Responses:

1. Represents 52,174 restricted shares of common stock of Grubb & Ellis Company (the "Company") that were granted to Mr. Murphy on December 10, 2010 pursuant to the Company's 2006 Omnibus Equity Plan and which vest in equal 33 1/3 portions on each of the first, second, and third anniversaries of the grant date.

2. On December 10, 2010, the date of the grant of restricted shares awarded to Mr. Murphy, the closing price for the Company's common stock was $1.15.

3. Beneficially owned shares include 45,113 restricted shares of the Company's common stock that were granted to Mr. Murphy on December 17, 2009 pursuant to the Company's 2006 Omnibus Equity Plan and which vest in equal 33 1/3 portions on each of the first, second, and third anniversaries of the grant date.

4. Beneficially owned shares also include 20,000 restricted shares of the Company's common stock that were granted to Mr. Murphy on December 10, 2008 pursuant to the Company's 2006 Omnibus Equity Plan and which vest in equal 33 1/3 portions on each of the first, second, and third anniversaries of the grant date. Beneficially owned shares also include 19,481 restricted shares of the Company's common stock that were granted to Mr. Murphy on July 10, 2008 pursuant to the Company's 2006 Omnibus Equity Plan and which vest in equal 33 1/3 portions on each of the first, second, and third anniversaries of the grant date.

5. The full title of the deriviative security is 12% Cumulative Participating Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock").

6. Each share of Preferred Stock is convertible into 60.606 shares of the Company's common stock, which represents a conversion price of approximately $1.65 per share.

7. The Preferred Stock is convertible, in whole or in part, into common stock at any time at Mr. Murphy's option and has no expiration date.

	/s/ Devin I. Murphy	12/14/2010
	** Signature of Reporting Person	Date
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).
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