8-K

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) January 14, 2009

GRUBB & ELLIS COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-8122	94-1424307
(State or other jurisdiction of formation)	(Commission File Number)	(IRS Employer Identification No.)

1551 North 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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EX-99.1
EX-99.2
EX-99.3

Item 1.01 Entry into a Material Definitive Agreement.

     On October 31, 2008, Grubb & Ellis Company (the “Company”), through GERA Danbury LLC, a subsidiary of the Company’s wholly owned subsidiary GERA Property Acquisition, LLC, entered into Agreement for Purchase and Sale of Real Property and Escrow Instructions (the “Danbury Purchase Agreement”) with Matrix Connecticut, LLC (“Matrix”) for the property located at 39 Old Ridgebury Road, Danbury, Connecticut (the “Property”).

     Matrix made an initial deposit of $1,250,000 (“Initial Deposit”) in connection with the execution of the Danbury Purchase Agreement. The Initial Deposit is non-refundable except in the event the Company does not meet its closing conditions. Matrix was required to make an additional, non-refundable deposit of $5,000,000 (“Additional Deposit”) on or prior to January 8, 2009, the last day of the inspection period (the “Inspection Period”) if it wishes to proceed with the transaction.

     On January 8, 2009, the Company, through GERA Danbury LLC, entered into an amendment (the “First Amendment”) to the Danbury Purchase Agreement with Matrix. The First Amendment extends for Matrix from January 8, 2009 to January 12, 2009 the Inspection Period, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit.

     On January 12, 2009, the Company, through GERA Danbury LLC, entered into a second amendment (the “Second Amendment”) to the Danbury Purchase Agreement with Matrix. The Second Amendment further extends for Matrix the Inspection Period from January 12, 2009 to January 14, 2009, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit.

     On January 14, 2009, the Company, through GERA Danbury LLC, entered into a third amendment (the “Third Amendment”) to the Danbury Purchase Agreement with Matrix. The Third Amendment further extends for Matrix the Inspection Period from January 14, 2009 to January 16, 2009, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit.

     On January 16, 2009, the Company, through GERA Danbury LLC, entered into a fourth amendment (the “Fourth Amendment”) to the Danbury Purchase Agreement with Matrix. The Fourth Amendment further extends for Matrix the Inspection Period from January 16, 2009 to January 20, 2009, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit.

     On January 20, 2009, the Company, through GERA Danbury LLC, entered into a fifth amendment (the “Fifth Amendment”) to the Danbury Purchase Agreement with Matrix. The Fifth Amendment further extends for Matrix the Inspection Period from January 20, 2009 to January 21, 2009, and correspondingly, the time for Matrix to decide whether it wishes to proceed with the transaction and make the Additional Deposit. The Company may terminate the Danbury Purchase Agreement if Matrix fails to timely make the Additional Deposit.

     The foregoing is only intended to be a summary of the terms of the Third Amendment, the Fourth Amendment and the Fifth Amendment, and is not intended to be a complete discussion of such documents. Accordingly, the foregoing is qualified in its entirety by reference

to the full text of the Third Amendment, the Fourth Amendment and the Fifth Amendment, each of which is annexed as an Exhibit to this Current Report on Form 8-K. Similarly, the foregoing is not intended to be a complete discussion of (i) the First Amendment and the Second Amendment, and it is qualified in its entirety by reference to the full text of the First Amendment and the Second Amendment, each of which is annexed as an Exhibit to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 14, 2009, or (ii) the Danbury Purchase Agreement, and it is qualified in its entirety by reference to the full text of the Danbury Purchase Agreement, which is annexed as an Exhibit to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 5, 2008.

Item 9.01 Financial Statements and Exhibits.

(d) The following are filed as Exhibits to this Current Report on Form 8-K:

99.1	Third Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated as of January 14, 2009, by and between GERA Danbury LLC and Matrix Connecticut, LLC.
99.2	Fourth Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated as of January 16, 2009, by and between GERA Danbury LLC and Matrix Connecticut, LLC.
99.3	Fifth Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated as of January 20, 2009, by and between GERA Danbury LLC and Matrix Connecticut, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant’s behalf.

GRUBB & ELLIS COMPANY
By:	/s/ Richard W. Pehlke
	Richard W. Pehlke
	Chief Financial Officer and Executive Vice President

Dated: January 21, 2009

Exhibit Index

Exhibit no	Description
99.1	Third Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated as of January 14, 2009, by and between GERA Danbury LLC and Matrix Connecticut, LLC.
99.2	Fourth Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated as of January 16, 2009, by and between GERA Danbury LLC and Matrix Connecticut, LLC.
99.3	Fifth Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated as of January 20, 2009, by and between GERA Danbury LLC and Matrix Connecticut, LLC.

EX-99.1

Exhibit 99.1

THIRD AMENDMENT
TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND ESCROW INSTRUCTIONS

     THIS THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this “Amendment”) is made as of the 14th day of January, 2009, between GERA DANBURY LLC, a Delaware limited liability company (“Seller”), and MATRIX CONNECTICUT, LLC, a Delaware limited liability company (“Buyer”).

     WHEREAS, Seller and Buyer entered into that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions dated as of October 31, 2008, as amended by that certain First Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated as of January 8, 2009 and Second Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated January 12, 2009 (collectively, the “Agreement”);

     WHEREAS, Buyer and Seller previously agreed to the extend the Inspection Period until January 16, 2009;

     WHEREAS, Buyer has requested, and Seller has agreed, to further extend the date on which the Inspection Period expires from January 14, 2009 to January 16, 2009; and

     WHEREAS, the Seller and Buyer desire to further amend the Agreement on the terms and conditions set forth herein.

     NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1. Defined Terms. Except as provided to the contrary herein, all capitalized terms used in this Amendment shall have the same meaning assigned thereto in the Agreement.

     2. Extension of Inspection Period. Seller and Buyer hereby agree that the date on which the Inspection Period expires shall be further extended up to and including January 16, 2009.

     3. Deposits. In the event that Buyer does not exercise its right to terminate the Agreement pursuant to Section 6.1 of the Agreement. Buyer shall deliver the Additional Deposit of $5,000,000.00 to Escrow Holder in accordance with Section 2.1 of the Agreement on or prior to January 16, 2009.

     4. Ratification. Except as provided to the contrary herein, the parties hereto hereby ratify and reaffirm all of the terms and conditions of the Agreement, which, as modified by the Amendment, shall continue in full force and effect.

     5. Facsimile. The parties contemplate that they may be executing counterparts of the

Amendment transmitted by facsimile and agree and intend that a signature by facsimile machine shall bind the party so signing with the same effect as though the signature were an original signature.

     6. Counterparts. This Amendment may be executed in counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Amendment.

     IN WITNESS WHEREOF, each of the parties hereto has signed this Amendment as of the date first written above.

SELLER: GERA DANBURY LLC, a Delaware limited liability company
By:	/s/ Jeffrey T. Hanson
	Name:	Jeffrey T. Hanson
	Title:	Chief Investment Officer
BUYER: MATRIX CONNECTICUT, LLC, a Delaware limited liability company
By:	/s/ Glen Nelson
	Name:	Glen Nelson
	Title:	Manager

EX-99.2

Exhibit 99.2

FOURTH AMENDMENT
TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND ESCROW INSTRUCTIONS

     THIS FOURTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this “Amendment”) is made as of the 16th day of January, 2009, between GERA DANBURY LLC, a Delaware limited liability company (“Seller”), and MATRIX CONNECTICUT, LLC, a Delaware limited liability company (“Buyer”).

     WHEREAS, Seller and Buyer entered into that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions dated as of October 31, 2008, as amended by that certain First Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated as of January 8, 2009. Second Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated January 12, 2009, and Third Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated January 14, 2009 (collectively, the “Agreement”);

     WHEREAS, Buyer and Seller previously agreed to the extend the Inspection Period until January 16, 2009;

     WHEREAS, Buyer has requested, and Seller has agreed, to further extend the date on which the Inspection Period expires from January 16, 2009 to January 20, 2009: and

     WHEREAS, the Seller and Buyer desire to further amend the Agreement on the terms and conditions set forth herein.

     NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1. Defined Terms. Except as provided to the contrary herein, all capitalized terms used in this Amendment shall have the same meaning assigned thereto in the Agreement.

     2. Extension of Inspection Period. Seller and Buyer hereby agree that the date on which the Inspection Period expires shall be further extended up to and including January 20, 2009.

     3. Deposits. In the event that Buyer does not exercise its right to terminate the Agreement pursuant to Section 6.1 of the Agreement. Buyer shall deliver the Additional Deposit of $5,000,000.00 to Escrow Holder in accordance with Section 2.1 of the Agreement on or prior to January 20, 2009.

     4. Ratification. Except as provided to the contrary herein, the parties hereto hereby ratify and reaffirm all of the terms and conditions of the Agreement, which, as modified by the Amendment, shall continue in full force and effect.

     5. Facsimile. The parties contemplate that they may be executing counterparts of the Amendment transmitted by facsimile and agree and intend that a signature by facsimile machine shall bind the party so signing with the same effect as though the signature were an original signature.

     6. Counterparts. This Amendment may be executed in counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Amendment.

     IN WITNESS WHEREOF, each of the parties hereto has signed this Amendment as of the date first written above.

SELLER: GERA DANBURY LLC, a Delaware limited liability company
By:	/s/ Jeffrey T. Hanson
	Name:	Jeffrey T. Hanson
	Title:	Chief Investment Officer
BUYER: MATRIX CONNECTICUT, LLC, a Delaware limited liability company
By:	/s/ Glen Nelson
	Name:	Glen Nelson
	Title:	Manager

EX-99.3

Exhibit 99.3

FIFTH AMENDMENT
TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
AND ESCROW INSTRUCTIONS

     THIS FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (this “Amendment”) is made as of the 20th day of January, 2009, between GERA DANBURY LLC, a Delaware limited liability company (“Seller”), and MATRIX CONNECTICUT, LLC, a Delaware limited liability company (“Buyer”).

     WHEREAS, Seller and Buyer entered into that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions dated as of October 31, 2008, as amended by that certain First Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated as of January 8, 2009, Second Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated January 12, 2009, Third Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated January 14, 2009, and Fourth Amendment to Agreement for Purchase and Sale of Real Property and Escrow Instructions dated January 16, 2009 (collectively, the “Agreement”);

     WHEREAS, Buyer and Seller previously agreed to extend the Inspection Period until January 20, 2009;

     WHEREAS, Buyer has requested, and Seller has agreed, to further extend the date on which the Inspection Period expires from January 20, 2009 to January 21, 2009; and

     WHEREAS, the Seller and Buyer desire to further amend the Agreement on the terms and conditions set forth herein.

     NOW THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1. Defined Terms. Except as provided to the contrary herein, all capitalized terms used in this Amendment shall have the same meaning assigned thereto in the Agreement.

     2. Extension of Inspection Period. Seller and Buyer hereby agree that the date on which the Inspection Period expires shall be further extended up to and including January 21, 2009.

     3. Deposits. In the event that Buyer does not exercise its right to terminate the Agreement pursuant to Section 6.1 of the Agreement, Buyer shall deliver the Additional Deposit of $5,000,000.00 to Escrow Holder in accordance with Section 2.1 of the Agreement on or prior to January 21, 2009.

     4. Ratification. Except as provided to the contrary herein, the parties hereto hereby ratify and reaffirm all of the terms and conditions of the Agreement, which, as modified by the

Amendment, shall continue in full force and effect.

     5. Facsimile. The parties contemplate that they may be executing counterparts of the Amendment transmitted by facsimile and agree and intend that a signature by facsimile machine shall bind the party so signing with the same effect as though the signature were an original signature.

     6. Counterparts. This Amendment may be executed in counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Amendment.

     IN WITNESS WHEREOF, each of the parties hereto has signed this Amendment as of the date first written above.

SELLER: GERA DANBURY LLC, a Delaware limited liability company
By:	/s/ Jeff Hanson
	Name:	Jeff Hanson
	Title:	Chief Investment Officer
BUYER: MATRIX CONNECTICUT, LLC, a Delaware limited liability company
By:	/s/ Glen Nelson
	Name:	Glen Nelson
	Title:	Manager