SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Engel Matthew A

(Last)

(First)

(Middle)

C/O GRUBB & ELLIS COMPANY

1551 N. TUSTIN AVE. SUITE #300

(Street)

SANTA ANA

92705

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2010

3. Issuer Name and Ticker or Trading Symbol
GRUBB & ELLIS CO [ GBE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01	43,998⁽¹⁾⁽²⁾⁽³⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Preferred Stock, par value $0.01⁽⁴⁾	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01	⁽⁶⁾	⁽⁶⁾	D

Explanation of Responses:

1. Beneficially owned shares include 10,000 restricted shares of common stock of Grubb & Ellis Company (the "Company") that were granted to Mr. Engel on February 4, 2009 pursuant to the Company's 2006 Omnibus Equity Plan and all such shares will vest on the fourth anniversary of the grant date.

2. Beneficially owned shares also include (i) 3,125 shares of the Company's common stock and (ii) 15,000 restricted shares of the Company's common stock that were granted to Mr. Engel on December 3, 2008 pursuant to the Company's 2006 Omnibus Equity Plan and which will vest in equal 1/3 portions on each of the second, third and fourth anniversaries of the grant date.

3. Beneficially owned shares also include 15,873 shares of the Company's phantom stock that were granted to Mr. Engel on December 3, 2008 pursuant to the Company's Deferred Compensation Plan and all such shares will vest on the fourth anniversary of the grant date.

4. The full title of the deriviative security is 12% Cumulative Participating Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock").

5. The Preferred Stock is convertible, in whole or in part, into common stock at any time at Mr. Engel's option and has no expiration date.

6. Each share of Preferred Stock is convertible into 60.606 shares of the Company's common stock, which represents a conversion price of approximately $1.65 per share. Mr. Engel is the beneficial owner of 1,000 shares of Preferred Stock, which he purchased on November 13, 2009.

	/s/ Matthew A. Engel	05/13/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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