X0303 4 2010-09-25 0 0000216039 GRUBB & ELLIS CO GBE 0001446936 Rispoli Michael J. C/O GRUBB & ELLIS COMPANY 1551 N. TUSTIN AVENUE, SUITE 300 SANTA ANA CA 92705 0 1 0 0 EVP and CFO Common Stock, par value $0.01 2010-09-25 4 F 0 1100 1.39 D 70404 D Convertible Preferred Stock, par value $0.01 Common Stock, par value $0.01 250 D 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. 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. 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. 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. 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. The full title of the deriviative security is 12% Cumulative Participating Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"). 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. 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. /s/ Michael J. Rispoli 2011-03-09