SC 13D/A 1 w72262sc13dza.htm SC 13D/A sc13dza
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Grubb & Ellis Company
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)

40009 52 0
(CUSIP Number)

Anthony W. Thompson
Thompson National Properties, LLC
1901 Main Street, Suite 108
Irvine, CA 92614
(949) 833-8252

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2008
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 

 


 

                     
CUSIP No.
 
40009 52 0 
 

 

           
1   NAMES OF REPORTING PERSONS

Anthony W. Thompson
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   3,041,940
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,271,103
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   3,041,940
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,271,103
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  8,313,043*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  12.9%**
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
 
*   Mr. Thompson may be deemed to be the beneficial owner of 8,313,043 shares.  These shares are held as follows: (i) 2,513,940 shares are held of record by Mr. Thompson and, accordingly, Mr. Thompson is entitled to exercise sole voting and dispositive power with respect to such shares; (ii) 5,271,103 shares are held in a brokerage account by Mr. and Mrs. Thompson as joint tenants with a right of survivorship and, accordingly, Mr. and Mrs. Thompson share voting and dispositive power with respect to such shares; and (iii) 528,000 shares the rights to which are held as further described under Item 6 of this report.
 
**   Based on 64,628,798 shares of common stock outstanding.


 

                     
CUSIP No.
 
40009 52 0 
 

 

           
1   NAMES OF REPORTING PERSONS

Sharon Thompson
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   þ 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,271,103
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    5,271,103
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,271,103*
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  8.2%**
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
 
*   Sharon Thompson may be deemed to be the beneficial owner of 5,293,647 shares.  These shares are held in a brokerage account by Mr. and Mrs. Thompson as joint tenants with a right of survivorship and, accordingly, Mr. and Mrs. Thompson share voting and dispositive power with respect to such shares.
 
**   Based on 64,628,798 shares of common stock outstanding.


 

     This Amendment No. 6 (this “Amendment”) relates to the Schedule 13D filed by Anthony W. Thompson with the Securities and Exchange Commission on December 17, 2007, as amended by Amendment No. 1 filed on June 26, 2008, Amendment No. 2 filed on October 27, 2008, Amendment No. 3 filed on November 4, 2008, Amendment No. 4 filed on November 19, 2008 and Amendment No. 5 filed on November 24, 2008 (the “Schedule 13D”) relating to shares of common stock, $.01 par value per share, of Grubb & Ellis Company (the “Issuer”). This Amendment is being filed on behalf of Anthony W. Thompson and Sharon Thompson (collectively, the “Reporting Persons”).
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The Reporting Persons acquired ownership of the Common Stock for investment purposes as a result of the Merger described in Item 3 of this Statement. The Reporting Persons may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Person, acquire additional shares of Common Stock.
The Reporting Persons reserve the right, and may in the future choose, to change their purpose with respect to their investment and take such actions as they deem appropriate in light of the circumstances, including, without limitation, to dispose of all or a portion of the shares of Common Stock that the Reporting Persons now own or may hereafter acquire.
Except as described in this Statement, the Reporting Persons have no current plans or proposals which relate to or would result in any of the matters set forth in sub-items (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a)(b) As of the date hereof, Mr. Thompson may be deemed to be the beneficial owner of 8,313,043 shares of Common Stock, or approximately 12.9% of the Common Stock outstanding. Mr. Thompson may be deemed to have shared power to vote or direct the vote of 5,271,103 shares of Common Stock held in a brokerage account by Mr. and Mrs. Thompson as joint tenants with a right of survivorship, and to have sole power to dispose or direct the disposition of 3,041,940 shares of Common Stock, of which 2,513,940 shares are held directly by Mr. Thompson and 528,000 shares are held in escrow pursuant to the Letter Agreement (as defined under Item 6 of this report).
     As of the date hereof, Mrs. Thompson may be deemed to be the beneficial owner of 5,271,103 shares of Common Stock, or approximately 8.1% of the Common Stock outstanding, and also may be deemed to have shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of, such shares.
     All of the percentages calculated in this statement are based upon an aggregate of 64,628,798 shares of Common Stock outstanding as of November 3, 2008, as set forth in the Form 10-Q filed by the Issuer with respect to the quarterly period ended September 30, 2008.
(c) Schedule A annexed hereto lists all transactions in the Issuer’s securities in the last 60 days. Except for the transactions described on Schedule A, which information is incorporated herein by reference, there have been no other transactions in the securities of the Issuer by the Reporting Persons in the 60 days immediately preceding the date of this report.
(d) Not applicable.
(e) Not applicable.

 


 

Item 7. Material to be Filed as Exhibits
     
 
   
Exhibit 99.15
  Joint Filing Agreement, dated as of January 8, 2009, by and between Anthony W. Thompson and Sharon Thompson

 


 

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.
         
     
  /s/ Anthony W. Thompson    
  Anthony W. Thompson   
     
 
Date: January 8, 2009

 


 

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.
         
     
  /s/ Sharon Thompson    
  Sharon Thompson   
     
 
Date: January 8, 2009

 


 

SCHEDULE A
     This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by a Reporting Person within the last 60 days. All transactions were effectuated in the open market through a broker.
Sale of Shares effected by Mr. Thompson for the account of AWT Family L.P.
                         
                    Aggregate
Date   Number of Shares Sold   Price Per Share($)   Price($)(1)
 
12/19/2008
    10,000       1.2       12,000  
12/22/2008
    1,400       1.11       1,554  
12/22/2008
    8,390       1.1       9,229  
12/23/2008
    113,731       1.0573       120,247.78  
12/24/2008
    37,400       1.0721       40,096.54  
12/26/2008
    47,782       1.0585       50,577.247  
12/29/2008
    3,856       1.0565       4,073.864  
12/30/2008
    47,017       1.029       48,380.493  
12/31/2008
    200,000       1.0626       212,520  
12/31/2008
    200,000       1.0156       203,120  
1/6/2009
    32,299       1.2129       39,175.457  
 
(1)   Excludes commissions and other execution-related costs.