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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GRUBB & ELLIS CO [ GBE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/10/2011 | F | 63,379(1) | D | $1.01(2) | 1,156,763(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(4) | (5) | (6) | (6) | Common Stock, par value $0.01 | (5) | 250 | I | By Jeffrey T. Hanson & April L. Hanson, Trustees of the Hanson Family Trust | |||||||
Stock Option (right to buy) | $10 | (7) | 11/16/2016 | Common Stock, par value $0.01 | 22,000 | 22,000 | D |
Explanation of Responses: |
1. Represents 63,379 restricted shares of common stock of Grubb & Ellis Company (the "Company") that were withheld upon vesting to satisfy Mr. Hanson's tax withholding obligation in connection with the vesting of a total of 166,667 restricted shares of the Company's common stock that were previously awarded to Mr. Hanson. |
2. On March 9, 2011, the effective date for determination of tax withholding requirements related to Mr. Hanson's vested restricted shares of the Company's common stock, the closing price for the Company's common stock was $1.01 |
3. Beneficially owned shares include 1,000,000 restricted shares of the Company's common stock granted to Mr. Hanson pursuant to the Company's 2006 Omnibus Equity Plan, (A) 500,000 of which 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) and (B) 500,000 of which are subject to vesting based upon the market price of the Company's common stock during the 3 year period beginning March 10, 2010. Vesting with respect to all 1,000,000 restricted shares is subject to Mr. Hanson's continued employment by the Company and subject to the terms of a restricted share agreement entered into by Mr. Hanson and the Company. |
4. The full title of the deriviative security is 12% Cumulative Participating Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"). |
5. 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. |
6. The Preferred Stock is convertible, in whole or in part, into common stock at any time at Mr. Hanson's option and has no expiration date. |
7. The option has become fully exercisable as of November 16, 2008. |
Remarks: |
/s/ Jeffrey T. Hanson | 03/14/2011 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |