0000315066-12-003308.txt : 20120312
0000315066-12-003308.hdr.sgml : 20120310
20120312095705
ACCESSION NUMBER: 0000315066-12-003308
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120312
DATE AS OF CHANGE: 20120312
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GRUBB & ELLIS CO
CENTRAL INDEX KEY: 0000216039
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531]
IRS NUMBER: 941424307
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-32339
FILM NUMBER: 12682597
BUSINESS ADDRESS:
STREET 1: 500 WEST MONROE STREET
STREET 2: SUITE 2800
CITY: CHICAGO
STATE: IL
ZIP: 60661
BUSINESS PHONE: 3126986700
MAIL ADDRESS:
STREET 1: 500 WEST MONROE STREET
STREET 2: SUITE 2800
CITY: CHICAGO
STATE: IL
ZIP: 60661
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FMR LLC
CENTRAL INDEX KEY: 0000315066
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 061209781
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 82 DEVONSHIRE ST
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 6175706339
MAIL ADDRESS:
STREET 1: 82 DEVONSHIRE STREET
CITY: BOSTON
STATE: MA
ZIP: 02109
FORMER COMPANY:
FORMER CONFORMED NAME: FMR CORP
DATE OF NAME CHANGE: 19920717
SC 13G/A
1
filing.txt
SCHEDULE 13G
Amendment No. 4
GRUBB & ELLIS CO
Common Stock
Cusip #400095204
Cusip #400095204
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 899,332
Item 6: 0
Item 7: 5,775,131
Item 8: 0
Item 9: 5,775,131
Item 11: 7.708%
Item 12: HC
Cusip #400095204
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 5,775,131
Item 8: 0
Item 9: 5,775,131
Item 11: 7.708%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
GRUBB & ELLIS CO
Item 1(b). Name of Issuer's Principal Executive Offices:
1551 North Tustin Avenue
Ste 300
Santa Ana, California 92705
USA
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
400095204
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 5,775,131
(b) Percent of Class: 7.708%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 899,332
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 5,775,131
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of GRUBB & ELLIS CO. No one
person's interest in the Common Stock of GRUBB & ELLIS
CO is more than five percent of the total outstanding Common
Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
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.
March 09, 2012
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 4,875,799 shares or 6.508%
of the Common Stock outstanding of GRUBB & ELLIS CO
("the Company") as a result of acting as investment adviser to
various investment companies registered under Section 8 of
the Investment Company Act of 1940. The number of shares
of Common Stock of GRUBB & ELLIS CO owned by the
investment companies at February 29, 2012 included
1,578,484 shares of Common Stock resulting from the
assumed conversion of 26,045 shares of GRUBB & ELLIS
12% PERP PC (60.606 shares of Common Stock for each
share of Convertible Preferred Stock). The number of shares
of Common Stock of GRUBB & ELLIS CO owned by the
investment companies at February 29, 2012 included
3,297,315 shares of Common Stock resulting from the
assumed conversion of $7,400,000 principal amount of
GRUBB&ELLIS CV 7.95% 5/15 (445.583 shares of Common
Stock for each $1,000 principal amount of debenture).
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 4,875,799 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Pyramis Global Advisors Trust Company ("PGATC"),
900 Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 899,332 shares or 1.200% of the
outstanding Common Stock of the GRUBB & ELLIS CO as a
result of its serving as investment manager of institutional
accounts owning such shares. The number of shares of
Common Stock of GRUBB & ELLIS CO owned by the
institutional account(s) at February 29, 2012 included 899,332
shares of Common Stock resulting from the assumed
conversion of 14,839 shares of GRUBB & ELLIS 12% PERP
PC (60.606 shares of Common Stock for each share of
Convertible Preferred Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 899,332 shares and sole power to
vote or to direct the voting of 899,332 shares of Common
Stock owned by the institutional accounts managed by
PGATC as reported above.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on March 09, 2012, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of GRUBB & ELLIS CO at February 29,
2012.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel