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 29, 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 7.01 Regulation FD Disclosure.

On June 29, 2010, we distributed a stockholder letter regarding stockholder share repurchase requests, or the Stockholder Letter, to certain of our stockholders. The full text of the Stockholder Letter is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Grubb & Ellis Apartment REIT, Inc. Stockholder Letter, dated June 29, 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 29, 2010	By:	/s/ Stanley J. Olander, Jr.
		Name: Stanley J. Olander, Jr.
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.	Description
99.1	Grubb & Ellis Apartment REIT, Inc. Stockholder Letter, dated June 29, 2010

EX-99.1

1551 N. Tustin Avenue, Suite 300

Santa Ana, CA 92705

714.667.8252 main

714.667.6860 fax

www.gbe-reits.com/apartment

June 29, 2010

[Investor Name]
[Address]

Dear [Name]:

I write to provide you with information in regards to the board of directors of Grubb & Ellis Apartment REIT, Inc.’s consideration of your share repurchase request.

The goal of our board of directors, together with our sponsor, Grubb & Ellis Company, is to be able to pay our company’s distributions completely with funds from our ongoing operations. As is called for in today’s challenging economic environment, management has undertaken a number of cost reduction measures at the property portfolio and corporate levels to aid in achieving this goal. In addition, since January 1, 2009, Grubb & Ellis Company has waived the asset management fee that our company would be obligated to pay its advisor until such time as our funds from operations are sufficient to pay the amount of our distributions declared to investors.

Under our share repurchase plan, our board of directors has the sole discretion to accept or reject requests made under the share repurchase plan on a quarterly basis. While I am pleased to report that our board of directors has approved all death and qualifying disability share repurchase requests submitted during the second quarter of 2010, our board of directors has determined that it is in the best interest of Grubb & Ellis Apartment REIT and its investors to preserve our company’s cash and defer all other second quarter 2010 requests made under the share repurchase plan until they are reconsidered by our board of directors in the next redemption period. Stockholders who submitted share repurchase requests but have not had their share repurchase requests effected do not need to take any further action in order for our board of directors to reconsider their requests in the next redemption period.

We thank you for the trust and confidence you have placed in Grubb & Ellis Apartment REIT. As always, we remain committed to providing you with the best possible service. Should you have any questions regarding Grubb & Ellis Apartment REIT, please feel free to contact our Investor Services department at 877-888-7348.

Kind regards,

Stanley J. Olander, Jr.
Chairman and Chief Executive Officer

Cc: [Name]