Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		400095204

(1) See Item 3 below.

(2) Stonerise Capital Partners Master Fund, L.P. holds directly $3,500,000 principal amount of 7.95% Senior Convertible Notes Due 2015 (the “Convertible Notes”), which are convertible as of the date of this Schedule 13D into 1,559,541 shares of Common Stock. The calculation of percentage ownership is based on 69,921,581 shares of Common Stock outstanding as of March 28, 2011 as disclosed in the Issuer’s Form 10-K filed with the SEC on March 31, 2011 (the “Issuer’s Form 10-K”), plus the 1,559,541 shares of Common Stock that would be issued upon conversion of the Convertible Notes of the Issuer held by the Stonerise Capital Partners Master Fund, L.P. and Stonerise Capital Management, LLC. Stonerise Capital Management, LLC is the sole general partner of Stonerise Capital Partners Master Fund, L.P. As a result, Stonerise Capital Management, LLC may be deemed to be the beneficial owner and to share the voting and dispositive power of the 1,559,541 shares of Common Stock issuable upon the conversion of the Convertible Notes held by Stonerise Capital Partners Master Fund, L.P.

As a result of the termination of the Lock-Up Agreement described below in Item 4, the formerly Locked-Up Holders may no longer be deemed to be a group within the meaning of Rule 13d-5(b) under the Act.

The formerly Locked-Up Holders (see Item 4 below) beneficially own, in the aggregate, $16,350,000 principal amount of the Convertible Notes, as defined above, which are convertible as of the date of this Schedule 13D into an aggregate 7,285,283 shares of Common Stock, which represents 9.5% of the outstanding shares of Common Stock. The calculation of the aggregate percentage ownership is based on 69,921,581 shares of Common Stock outstanding as of March 28, 2011 as disclosed in the Issuer’s Form 10-K, plus 7,285,283 shares of Common Stock in the aggregate that would be issued upon conversion of all of the Convertible Notes of the Issuer held by the Locked-Up Holders.

CUSIP No.		400095204

CUSIP No.		400095204

All information in this Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being supplied solely by the Reporting Persons, and only the Reporting Persons shall be deemed responsible for the accuracy of such information. This Amendment No. 1 to Schedule 13D is being filed by Stonerise Capital Management, LLC (“Stonerise Management”) and Stonerise Capital Partners Master Fund, L.P. (“SCPMF”) pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. This Amendment No. 1 amends and supplements the Schedule 13D as filed jointly by Stonerise Management and SCPMF with the Securities and Exchange Commission (the “SEC”) on March 25, 2011 (the “Initial Schedule 13D”). Unless set forth below, all previous Items set forth in the Initial Schedule 13D are unchanged. All capitalized terms used herein that are not defined herein have the meanings for such terms set forth in the Initial Schedule 13D.

ITEM 4. Purpose of Transaction.

As disclosed in the Initial Schedule 13D, on March 18, 2011, SCPMF, Zazove Associates, LLC, Nisswa Convertibles Master Fund Ltd., and Cohanzick Management, LLC (collectively, the “Locked-Up Holders”) entered into a written lock-up agreement (the “Lock-Up Agreement”) pursuant to which, among other things, each agreed not to deliver consents with respect such Locked-Up Holder’s Convertible Notes to the proposed amendments in the Consent Solicitation, subject to certain exceptions. The Lock-Up Agreement automatically terminated pursuant to its terms on April 29, 2011.

As a result of the termination of the Lock-Up Agreement, the formerly Locked-Up Holders may no longer be deemed to be a group within the meaning of Rule 13d-5(b) under the Act (see Item 5 below).

The description of the Lock-Up Agreement in this Amendment No. 1 is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which was filed as Exhibit 2 to the Initial Schedule 13D and is hereby incorporated herein by reference.

The Reporting Persons have acquired the Issuer’s Convertible Notes for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business.

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Convertible Notes, Common Shares, or other securities of the Issuer at times, and in such manner, as they deem advisable to benefit from changes in market prices of such Common Shares, changes in the Issuer’s operations, business strategy or prospects, or from sale or merger of the Issuer, subject to the terms of the Lock-Up Agreement, which provide in part, that for the duration of the Lock-Up Agreement, transferees of the Reporting Persons’ Convertible Notes or interests therein execute a joinder to the Lock-Up Agreement. To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons modifying their ownership of Convertible Notes, Common Shares, or other securities of the Issuer, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

CUSIP No.		400095204

The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Convertible Notes, Common Shares or other securities of the Issuer, or dispose of all of the Convertible Notes, Common Shares or other securities beneficially owned by them, in the public market or privately negotiated transactions, subject to the terms of the Lock-Up Agreement. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing, except as related to abiding by the terms and conditions of the Lock-Up Agreement.

ITEM 5. Interest in Securities of the Issuer.

(a), (b) The Reporting Persons hold directly $3,500,000 principal amount of the Convertible Notes, which are convertible as of the date of this Schedule 13D into 1,559,541 shares of Common Stock. The calculation of percentage ownership is based on 69,921,581 shares of Common Stock outstanding as of March 28, 2011 as disclosed in the Issuer’s Form 10-K filed with the SEC on March 31, 2011 (the “Issuer’s Form 10-K”), plus the 1,559,541 shares of Common Stock that would be issued upon conversion of all of the Convertible Notes held by the Reporting Persons. Stonerise Management is the sole general partner of SCPMF. As a result, Stonerise Management may be deemed to be the beneficial owner and to share the voting and dispositive power of the 1,559,541 shares of Common Stock issuable upon the conversion of the Convertible Notes held by SCPMF.

The formerly Locked-Up Holders (see Item 4 above) beneficially own, in the aggregate, $16,350,000 principal amount of the Convertible Notes, which are convertible as of the date of this Schedule 13D into an aggregate 7,285,283 shares of Common Stock, which represents 9.5% of the outstanding shares of Common Stock. The calculation of the aggregate percentage ownership is based on 69,921,581 shares of Common Stock outstanding as of March 28, 2011 as disclosed in the Issuer’s Form 10-K, plus the 7,285,283 shares of Common Stock in the aggregate that would be issued upon conversion of all of the Convertible Notes held by the Locked-Up Holders.

As noted in Item 4 above, as a result of the termination of the Lock-Up Agreement, the Locked-Up Holders may no longer be deemed to be a group within the meaning of Rule 13d-5(b) under the Act.

(c), (d) Not applicable.

(e) As disclosed above, following the termination of the Lock-Up Agreement pursuant to its terms, on April 29, 2011, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Common Stock of the Issuer.

ITEM 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Securities of the Issuer.

Except for the Lock-Up Agreement disclosed above, no contracts, arrangements, understandings, or relationships (legal or otherwise) exist between any Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies.

ITEM 7. Material to Be Filed as Exhibits.

Exhibit
Number		Description
Exhibit 1		Joint Filing Agreement, dated May 2, 2011, between Stonerise Capital Management, LLC and Stonerise Capital Partners Master Fund, L.P.

CUSIP No.		400095204

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.

CUSIP No.		400095204

Exhibit 1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the common shares, $0.01 par value per share, of Grubb & Ellis Company, which may be deemed necessary pursuant to Regulation 13D or 13G promulgated under the Exchange Act.

The undersigned further agree that each party hereto is responsible for the timely filing of the Schedule 13D, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Joint Filing Agreement shall be attached as an exhibit to the Schedule 13D, filed on behalf of each of the parties hereto.

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the 2nd day of May, 2011.