SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* D Arcy Thomas P (Last) (First) (Middle) C/O GRUBB & ELLIS COMPANY 1551 N. TUSTIN AVENUE, SUITE 300 (Street) SANTA ANA CA 92705 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GRUBB & ELLIS CO [ GBE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 11/15/2011
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	11/15/2011		F		105,834(1)	D	$0.38(2)	1,788,332(3)(4)(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Preferred Stock, par value $0.01(6)	(7)							(8)	(8)	Common Stock, par value $0.01	(7)		5,000	D

Explanation of Responses:

1. Represents 105,834 restricted shares of common stock of Grubb & Ellis Company (the "Company") that were withheld upon vesting to satisfy Mr. D'Arcy's tax withholding obligation in connection with the vesting of a total of 333,333 restricted shares of the Company's common stock that were previously awarded to Mr. D'Arcy.

2. On November 14, 2011, the effective date for determination of the tax withholding requirements related to Mr. D'Arcy's vested restricted shares of the Company's common stock, the closing price for the Company's common stock was $0.38.

3. Beneficially owned shares include (i) 454,998 shares of the Company's common stock, 227,499 of which represents the balance of the 333,333 restricted shares that vested on November 15, 2011 minus the 105,834 shares that were withheld to satisfy Mr. D'Arcy's tax withholding obligation and (ii) 1,333,334 restricted shares of the Company's common stock. All of the shares were awarded to Mr. D'Arcy on November 16, 2009 in connection with his being hired as President and Chief Executive Officer of the Company.

4. 333,334 of the restricted shares awarded to Mr. D'Arcy are subject to vesting on November 15, 2012. The other 1,000,000 restricted shares are subject to vesting based upon the market price of the Company's common stock during the 3 year period beginning November 16, 2009. Specifically, (i) in the event that for any 30 consecutive trading days the volume weighted average closing price per share of the Company's common stock is at least $3.50, then 50% of such restricted shares shall vest, and (ii) in the event that for any 30 consecutive trading days the volume weighted average closing price per share of the Company's common stock is at least $6.00, then the remaining 50% of such restricted shares shall vest.

5. Vesting with respect to all of the restricted shares awarded to Mr. D'Arcy is subject to Mr. D'Arcy's continued employment by the Company, subject to the terms of a restricted share agreement entered into by Mr. D'Arcy and the Company, and other terms and conditions set forth in Mr. D'Arcy's employment agreement with the Company.

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

7. 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.

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

Remarks:

	/s/ Thomas P. D'Arcy	11/17/2011
	** 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 4 (b)(v).
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