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^*

VAN BERKEL JACOB

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2010

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	03/10/2010		A		1,000,000⁽¹⁾⁽²⁾⁽³⁾	A	$0⁽⁴⁾	1,217,600⁽⁵⁾⁽⁶⁾	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⁽⁷⁾	⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Common Stock, par value $0.01	⁽⁸⁾		250	D

Explanation of Responses:

1. Represents restricted shares of Grubb & Ellis Company's (the "Company") common stock that were awarded to Mr. Van Berkel pursuant to the Company's 2006 Omnibus Equity Plan.

2. 500,000 of the restricted shares awarded to Mr. Van Berkel are subject to vesting over 3 years in equal annual increments of 1/3 each, commencing on the 1 year anniversary of the grant date (March 10, 2010). The other 500,000 restricted shares are subject to vesting based upon the market price of the Company's common stock during the 3 year period beginning March 10, 2010. Specifically, (i) in the event that for any 30 consecutive trading days during such 3 year period the volume weighted average closing price per share of the Company's common stock is at least $3.50, then 50% of such restricted shares shall vest, and (ii) in the event that for any 30 consecutive trading days during such 3 year period the volume weighted average closing price per share of the Company's common stock is at least $6.00, then the remaining 50% of such restricted shares shall vest.

3. Vesting with respect to all 1,000,000 restricted shares awarded to Mr. Van Berkel is subject to Mr. Van Berkel's continued employment by the Company and subject to the terms of a restricted share agreement entered into by Mr. Van Berkel and the Company.

4. On March 10, 2010, the date of the grant of restricted shares awarded to Mr. Van Berkel, the closing price for the Company's common stock was $1.87.

5. Beneficially owned shares include 120,000 restricted shares of the Company's common stock awarded to Mr. Van Berkel pursuant to the Company's 2006 Omnibus Equity Plan which will vest in equal thirty-three and one-third (33 1/3%) installments on each first business day after the first, second and third anniversaries of the grant date (December 3, 2008) and are subject to acceleration under certain conditions. Beneficially owned shares also include 80,000 restricted shares of the Company's common stock awarded to Mr. Van Berkel pursuant to the Company's 2006 Omnibus Equity Plan which will vest in equal thirty-three and one-third percent (33 1/3%) installments on each first business day after the first, second and third anniversaries of the grant date (January 24, 2008).

6. Beneficially owned shares also include 17,600 restricted shares of the Company's common stock recieved by Mr. Van Berkel in exchange for 20,000 shares of restricted common stock of NNN Realty Advisors, Inc. ("NNN") in connection with the merger of NNN into the Company. The 17,600 restricted shares will vest in equal thirty-three and one-third percent (33 1/3%) installments on each first business day after the first, second and third anniversaries of the grant date (December 4, 2007).

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

8. 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.

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

	/s/ Jacob Van Berkel	03/12/2010
	** 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).
** 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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