8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 22, 2010

Grubb & Ellis Apartment REIT, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	000-52612	20-3975609
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
1551 N. Tustin Avenue, Suite 300, Santa Ana, California		92705
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 714-667-8252

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 22, 2010, we amended several provisions of our charter by filing the Second Articles of Amendment to the Articles of Amendment and Restatement, or the Second Articles of Amendment, with the State Department of Assessments and Taxation of Maryland. The Second Articles of Amendment were previously approved by our board of directors on April 15, 2010, subject to stockholder approval, and approved by our stockholders at the Annual Meeting of Stockholders held June 22, 2010, as described in Item 5.07 below.

The primary purpose of the Second Articles of Amendment is to amend the definition of “Independent Directors” and the investor suitability standards as currently set forth in our charter. The Second Articles of Amendment revised the definition of “Independent Director” in accordance with the Statement of Policy Regarding Real Estate Investment Trusts adopted by the North American Securities Administrators Association, or the NASAA REIT Guidelines. With respect to the amendment of the investor suitability standards in our charter, we have revised our charter to increase the minimum annual gross income and net worth investor suitability standards consistent with the investor suitability standards set forth in the NASAA REIT Guidelines.

The foregoing description of the Second Articles of Amendment is qualified in its entirety by reference to the Second Articles of Amendment, as filed with the State Department of Assessments and Taxation of Maryland on June 22, 2010, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 22, 2010, we held our 2010 Annual Meeting of Stockholders. At the meeting, our stockholders voted on the following two proposals: (i) to elect five directors, each to hold office for a one-year term expiring at the 2011 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified; and (ii) to approve amendments to our charter, as described in Item 5.03 above. The two proposals are described in detail in our definitive proxy statement, dated April 19, 2010, as filed on Schedule 14A on April 19, 2010.

Both of the proposals were approved by our stockholders by the requisite vote necessary for approval. The votes with respect to each of the proposals are set forth below.

Proposal 1. To elect five directors, each to hold office for a one-year term expiring at the 2011 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified:

Nominee	Shares For		Shares Withheld
Stanley J. Olander, Jr.		9,878,847		298,292
Andrea R. Biller		9,874,098		303,041
Glenn W. Bunting, Jr.		9,871,846		305,293
Robert A. Gary, IV		9,871,791		305,348
Richard S. Johnson		9,868,952		308,187

No broker non-votes were cast in the election of our directors.

Proposal 2. Proposal for approval of amendments to our charter:

Shares For	9,226,140
Shares Against	167,494
Shares Abstained	783,505

No broker non-votes were cast in the approval of amendments to our charter.

Item 8.01 Other Events.

One June 22, 2010, our board of directors authorized a daily distribution to our stockholders of record as of the close of business on each day of the period commencing on July 1, 2010 and ending on September 30, 2010.

The distributions will be calculated based on 365 days in the calendar year and will be equal to $0.0016438 per share of common stock, which is equal to an annualized distribution rate of 6.0%, assuming a purchase price of $10.00 per share. These distributions will be aggregated and paid in cash monthly in arrears. The distributions declared for each record date in the July 2010, August 2010 and September 2010 periods will be paid in August 2010, September 2010 and October 2010, respectively, only from legally available funds.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Second Articles of Amendment to the Articles of Amendment and Restatement of Grubb & Ellis Apartment REIT, Inc., dated June 22, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Grubb & Ellis Apartment REIT, Inc.
June 23, 2010	By:	/s/ Stanley J. Olander, Jr.
		Name: Stanley J. Olander, Jr.
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
3.1	Second Articles of Amendment to the Articles of Amendment and Restatement of Grubb & Ellis Apartment REIT, Inc., dated June 22, 2010

EX-3.1

GRUBB & ELLIS APARTMENT REIT, INC.
SECOND ARTICLES OF AMENDMENT

Grubb & Ellis Apartment REIT, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation is hereby amended by deleting therefrom the definition of “Independent Directors” in Article IV and inserting in lieu thereof the following definition of “Independent Directors” in Article IV:

Independent Directors. The directors of the Corporation who are not associated and have not been associated within the last two years, directly or indirectly, with the Sponsor or Advisor of the Corporation.

(a) A director shall be deemed to be associated with the Sponsor or Advisor if he or she:

(i) owns an interest in the Sponsor, Advisor or any of their Affiliates;

(ii) is employed by the Sponsor, Advisor or any of their Affiliates;

(iii) is an officer or director of the Sponsor, Advisor or any of their Affiliates;

(iv) performs services, other than as a director, for the Corporation;

(v) is a director for more than three REITs organized by the Sponsor or advised by the Advisor; or

(vi) has any material business or professional relationship with the Sponsor, Advisor or any of their Affiliates.

(b) For purposes of determining whether or not a business or professional relationship is material pursuant to (a)(vi) above, the gross revenue derived by the director from the Sponsor, Advisor and their Affiliates shall be deemed material per se if it exceeds 5% of the director’s:

(i) annual gross revenue, derived from all sources, during either of the last two years; or

(ii) net worth, on a fair market value basis.

(c) An indirect relationship shall include circumstances in which a director’s spouse, parents, children, siblings, mothers- or fathers-in-law, sons- or daughters-in-law or brothers- or sisters-in-law are or have been associated with the Sponsor, Advisor, any of their Affiliates or the Corporation.

SECOND: The charter of the Corporation is hereby amended by deleting therefrom Section 5.8(a) of Article V and inserting in lieu thereof the following Section 5.8(a) of Article V:

(a) To become a Common Stockholder in the Corporation, an individual or fiduciary must represent to the Corporation:

(i) that such individual (or, in the case of a fiduciary, that the beneficiary, fiduciary account, grantor or donor who directly or indirectly supplies the funds to purchase the             shares) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000; or

(ii) that such individual (or, in the case of a fiduciary, that the beneficiary, fiduciary account, grantor or donor who directly or indirectly supplies the funds to purchase the shares) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000; or

(iii) such other standards as may be established by individual states.

THIRD: This amendment to the charter of the Corporation as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.

FOURTH: The undersigned Chief Executive Officer acknowledges these Second Articles of Amendment to be the corporate act of the Corporation and as to all matters of facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

Except as amended hereby, the rest and remainder of the Corporation’s charter shall be and remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused these Second Articles of Amendment to the Articles of Amendment and Restatement to be executed under seal in its name and on its behalf by its Chief Executive Officer, and attested to by its Secretary, on this 22^nd day of June, 2010.

GRUBB & ELLIS APARTMENT REIT, INC.

By: /s/ Stanley J. Olander, Jr. (SEAL)
Name: Stanley J. Olander, Jr.
Title: Chief Executive Officer


ATTEST:

By: /s/ Andrea R. Biller
Name: Andrea R. Biller
Title: Secretary