schedule13g_2010021120113.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Graybar Electric Company, Inc.

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

None

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[X]	Rule 13d-1(d)

CUSIP No. …………………………………N/A

1. Names of reporting persons.

Lawrence R. Giglio

2. Check the appropriate box if a member of a group

(see instructions)

(a) X

(b)

SEC use only

3. …………………………………………………………………….

…………………………………………………..

4. Citizenship or place of organization: USA

Number of 5. Sole voting power: -0-

beneficially 6. Shared voting power: 9,978,631

owned by

each reporting 7. Sole dispositive power: 18,934*

person with:

8. Shared dispositive power: -0-

9. Aggregate amount beneficially owned by each reporting person: 9,978,631

10. Check if the aggregate amount in Row (9) excludes certain shares

(see instructions): _____

11. Percent of class represented by amount in Row (9): 83.7%

12. Type of reporting person (see instructions): IN

*Includes 1,338 shares subscribed for by reporting person under the registered offering of shares by means of the Prospectus dated November 16, 2010 contained in the Company’s registration statement (No. 333-169019), which shares were issued as of January 14, 2011 (the “2010 Stock Offer”). Also includes 1,599 shares received in the 10% stock dividend paid on to shareholders of record on January 3, 2011, paid on February 4, 2011.

1. Names of reporting persons.

Thomas S. Gurganous

2. Check the appropriate box if a member of a group

(see instructions)

(a) X

(b)

SEC use only

3. …………………………………………………………………….

…………………………………………………..

4. Citizenship or place of organization: USA

Number of 5. Sole voting power: -0-

beneficially 6. Shared voting power: 9,978,631

owned by

each reporting 7. Sole dispositive power: 19,547*

person with:

8. Shared dispositive power: -0-

9. Aggregate amount beneficially owned by each reporting person: 9,978,631

10. Check if the aggregate amount in Row (9) excludes certain shares

(see instructions): _____

11. Percent of class represented by amount in Row (9): 83.7%

12. Type of reporting person (see instructions): IN

*Includes 1,071 shares subscribed for by reporting person under the 2010 Stock Offer. Also includes 1,679 shares received in the 10% stock dividend payable to shareholders of record on January 3, 2011, paid on February 4, 2011.

1. Names of reporting persons.

Richard D. Offenbacher

2. Check the appropriate box if a member of a group

(see instructions)

(a) X

(b)

SEC use only

3. …………………………………………………………………….

…………………………………………………..

4. Citizenship or place of organization: USA

Number of 5. Sole voting power: -0-

beneficially 6. Shared voting power: 9,978,631

owned by

each reporting 7. Sole dispositive power: 24,117*

person with:

8. Shared dispositive power: -0-

9. Aggregate amount beneficially owned by each reporting person: 9,978,631

10. Check if the aggregate amount in Row (9) excludes certain shares

(see instructions): _____

11. Percent of class represented by amount in Row (9): 83.7%

12. Type of reporting person (see instructions): IN

*Includes 1,377 shares subscribed for by reporting person under the 2010 Stock Offer. Also includes 2,067 shares received in the 10% stock dividend payable to shareholders of record on January 3, 2011, paid on February 4, 2011.

1. Names of reporting persons.

Robert A. Reynolds

2. Check the appropriate box if a member of a group

(see instructions)

(a) X

(b)

SEC use only

3. …………………………………………………………………….

…………………………………………………..

4. Citizenship or place of organization: USA

Number of 5. Sole voting power: -0-

beneficially 6. Shared voting power: 9,978,631

owned by

each reporting 7. Sole dispositive power: 42,765*

person with:

8. Shared dispositive power: -0-

9. Aggregate amount beneficially owned by each reporting person: 9,978,631

10. Check if the aggregate amount in Row (9) excludes certain shares

(see instructions): _____

11. Percent of class represented by amount in Row (9): 83.7%

12. Type of reporting person (see instructions): IN

*Includes 3,291 shares subscribed for by reporting person under the 2010 Stock Offer. Also includes 3,588 shares received in the 10% stock dividend payable to shareholders of record on January 3, 2011, paid on February 4, 2011.

Item 1(a) Name of issuer:

Graybar Electric Company, Inc.

Item 1(b) Address of issuer’s principal executive offices:

34 North Meramec Avenue

St. Louis, Missouri 63105

Item 2(a) Name of person filing:

Pursuant to the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, this Schedule 13G is being filed on behalf of the following persons as Voting Trustees of the Voting Trust established by a Voting Trust Agreement dated as of March 16, 2007 (the “Voting Trust”):

(i) Lawrence R. Giglio

(ii) Thomas S. Gurganous

(iii) Richard D. Offenbacher

(iv) Robert A. Reynolds, Jr.

Attached hereto as Exhibit A is the agreement in writing of each of the above that this Schedule 13G is filed on behalf of each of them.

Item 2(b) Address of principal business office or, if none, residence:

(i) The principal business office of Messrs. Giglio, Gurganous, Offenbacher and Reynolds is:

c/o Graybar Electric Company, Inc.

34 North Meramec Avenue

St. Louis, Missouri 63105

Item 2(c) Citizenship:

All persons named in response to Item 2(a) are citizens of the United States of America.

Item 2(d) Title of class securities:

Common Stock, par value $1.00 per share.

Item 2(e) CUSIP Number:

None – not publicly traded.

Item 3 Not applicable.

Item 4 Ownership:

(a) Amount beneficially owned:

At December 31, 2010, 8,616,503 shares of Common Stock, par value $1.00 per share (the “Common Stock”), of Graybar Electric Company, Inc. (“Graybar”) had been deposited in the Voting Trust. 502,653 shares have been acquired or will be acquired by means of the installment method under the 2010 Stock Offer and were or will be deposited into the Voting Trust. 859,475 shares were distributed as a result of the 10% stock dividend paid on February 4, 2011. As indicated in paragraph (c) below, each of the persons named in response to Item 2(a) has shared beneficial ownership (power to vote or direct the voting) of all of the shares held or deemed to be held in the Voting Trust.

The following table shows the ownership (sole power to dispose or direct the disposition) of Voting Trust Interests representing shares of Common Stock owned at December 31, 2010 by the persons named in response to Item 2(a) (including shares, the ownership of which each reporting person is entitled to acquire within 60 days of such date):

Name		Number of Shares

Lawrence R. Giglio		18,934
Thomas S. Gurganous		19,547
Richard D. Offenbacher		24,117
Robert A. Reynolds, Jr.		42,765

(b) Percent of class:

The shares of Common Stock described in response to Item 4(a) amounted to approximately 83.7% of the outstanding shares of Common Stock on December 31, 2010.

(c) The following table sets forth, as of December 31, 2010, for each of the persons named in response to Item 2(a), the number of shares of Common Stock as to which such person has (i) sole power to vote or to direct the vote, (ii) shared power to vote or to direct the vote, (iii) sole power to dispose or to direct the disposition of, or (iv) shared power to dispose or to direct the disposition of:

	Power to vote or to direct the vote*		Power to dispose or to direct the disposition of
Name	Sole	Shared	Sole	Shared

Lawrence R. Giglio	-0-	9,978,631	18,934	-0-
Thomas S. Gurganous	-0-	9,978,631	19,547	-0-
Richard D. Offenbacher	-0-	9,978,631	24,117	-0-
Robert A. Reynolds, Jr.	-0-	9,978,631	42,765	-0-

_________________________

*The Voting Trustees may not, without the consent of the holders of Voting Trust Interests representing at least 75% of the aggregate number of shares of Common Stock then deposited in the Voting Trust, vote on or consent to the merger or consolidation of Graybar into another corporation, the sale of all or substantially all of Graybar’s assets or the liquidation and dissolution of Graybar.

Item 5 Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ( ).

Item 6 Ownership of More than 5 Percent on Behalf of Another Person.

All dividends payable with respect to shares of Common Stock deposited in the Voting Trust (or the Voting Trust Interests issued with respect thereto) are payable to the Voting Trustees as the owners of record of such shares. The Voting Trustees are authorized to retain, subject to the terms of the Voting Trust Agreement, any shares of Common Stock received as a stock dividend, and to deliver to each holder of Voting Trust Interests representing shares of Common Stock on which such stock dividend shall have been paid additional Voting Trust Interests for the number of shares received as a dividend with respect to such Common Stock. The Voting Trustees pay or cause to be paid to the holders of Voting Trust Interests an amount equal to any cash dividends and any distribution paid other than in cash or Common Stock. The Voting Trustees have no power to direct the sale or to receive the proceeds of a sale of the Common Stock deposited in the Voting Trust, such power being in the holders of the Voting Trust Interests issued in respect of such shares of Common Stock.

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8 Identification and Classification of Members of the Group.

Not applicable.

Item 9 Notice of Dissolution of Group.

Not applicable.

Item 10 Certifications.

Not applicable.

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.

Date: February 14, 2011

/S/ LAWRENCE R. GIGLIO

Lawrence R. Giglio

Voting Trustee

EXHIBIT A

The persons named below hereby agree to file one Schedule 13G to report ownership as of December 31, 2010 of Common Stock of Graybar Electric Company, Inc., and agree that Amendment No. 4 to the Schedule 13G, to which this agreement, executed in counterparts, is attached as Exhibit A is filed on behalf of each of them.

/S/ LAWRENCE R. GIGLIO
Lawrence R. Giglio		Thomas S. Gurganous


Richard D. Offenbacher		Robert A. Reynolds, Jr.

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.

Date: February 14, 2011

/S/ THOMAS S. GURGANOUS

Thomas S. Gurganous

Voting Trustee

EXHIBIT A

		/S/ THOMAS S. GURGANOUS
Lawrence R. Giglio		Thomas S. Gurganous


Richard D. Offenbacher		Robert A. Reynolds, Jr.

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.

Date: February 14, 2011

/S/ RICHARD D. OFFENBACHER

Richard D. Offenbacher

Voting Trustee

EXHIBIT A


Lawrence R. Giglio		Thomas S. Gurganous

/S/ RICHARD D. OFFENBACHER
Richard D. Offenbacher		Robert A. Reynolds, Jr.

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.

Date: February 14, 2011

/S/ ROBERT A. REYNOLDS, JR.

Robert A. Reynolds, Jr.

Voting Trustee

EXHIBIT A


Lawrence R. Giglio		Thomas S. Gurganous

		/S/ ROBERT A. REYNOLDS, JR.
Richard D. Offenbacher		Robert A. Reynolds, Jr.

Washington, D.C. 20549

SCHEDULE 13G/A

Name

Number of Shares

Name

Sole

Shared

Sole

Shared

Signature

EXHIBIT A

Signature

EXHIBIT A

Signature

EXHIBIT A

Signature

EXHIBIT A