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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Rispoli Michael J. (Last) (First) (Middle) C/O GRUBB & ELLIS COMPANY 1551 N. TUSTIN AVENUE, SUITE 300 (Street) SANTA ANA CA 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 CFO
	3. Date of Earliest Transaction (Month/Day/Year) 09/25/2010
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	09/25/2010		F		1,100(1)	D	$1.39(2)	70,404(3)(4)(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Preferred Stock, par value $0.01(6)	(7)							(8)	(8)	Common Stock, par value $0.01	(7)		250	D

Explanation of Responses:

1. Represents 1,100 restricted shares of common stock of Grubb & Ellis Company (the "Company") that were withheld upon vesting to satisfy Mr. Rispoli's tax withholding obligation in connection with the vesting of a total of 2,933 restricted shares of the Company's common stock that were previously awarded to Mr. Rispoli.

2. On September 27, 2010, the first business day immediately following September 25, 2010, the date of the withholding of shares of common stock, the closing price for the Company's common stock was $1.39.

3. Beneficially owned shares include 50,000 restricted shares of the Company's common stock that were granted to Mr. Rispoli on February 4, 2009 pursuant to the Company's 2006 Omnibus Equity Plan and all such shares will vest on the fourth anniversary of the grant date.

4. Beneficially owned shares also include (i) 9,263 shares of the Company's common stock, with 1,833 of such shares representing the balance of the 2,933 restricted shares that vested on September 25, 2010 minus the 1,100 shares that were withheld to satisfy Mr. Rispoli's tax withholding obligation and (ii) 3,333 restricted shares of the Company's common stock that were granted to Mr. Rispoli on March 12, 2008 pursuant to the Company's 2006 Omnibus Equity Plan and which will vest on the third anniversary of the grant date.

5. Beneficially owned shares also include 7,808 shares of the Company's phantom stock that were granted to Mr. Rispoli on March 12, 2008 pursuant to the Company's Deferred Compensation Plan and all such shares will vest on the fourth anniversary of the grant date.

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

7. 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.

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

Remarks:

	/s/ Michael J. Rispoli	03/09/2011
	** Signature of Reporting Person	Date
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