FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

D Arcy Thomas P

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/16/2009 

3. Issuer Name and Ticker or Trading Symbol

GRUBB & ELLIS CO [GBE]

(Last)        (First)        (Middle)

C/O GRUBB & ELLIS COMPANY, 1551 N. TUSTIN AVE. SUITE #300

4. 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 /

(Street)

SANTA ANA, CA 92705       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   2000000   (1) (2) (3) D    

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

Explanation of Responses:
( 1)  Represents restricted shares of Grubb & Ellis Company's (the "Company") common stock that were awarded to Mr. D'Arcy in connection with his being hired as President and Chief Executive Officer of the Company.
( 2)  1,000,000 of the restricted shares awarded to Mr. D'Arcy are subject to vesting over 3 years in equal annual increments of 1/3 each, commencing on the day immediately preceding the 1 year anniversary of the grant date (November 16, 2009). 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.
( 3)  Vesting with respect to all 2,000,000 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.
( 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. D'Arcy's option and has no expiration date.
( 6)  Each share of Preferred Stock is initially convertible into 31.322 shares of the Company's common stock, which represents a conversion price of approximately $3.19 per share. If the Company's certificate of incorporation is amended to increase the number of authorized shares of capital stock to 220,000,000 shares, 200,000,000 of such shares being common stock, and 20,000,000 of such shares being preferred stock, each share of Preferred Stock will be convertible into 60.606 shares of the Company's common stock, which represents a conversion price of approximately $1.65 per share. Mr. D'Arcy is the beneficial owner of 5,000 shares of Preferred Stock, which he purchased on November 13, 2009.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
D Arcy Thomas P
C/O GRUBB & ELLIS COMPANY
1551 N. TUSTIN AVE. SUITE #300
SANTA ANA, CA 92705
X
President and CEO

Signatures
/s/ Thomas P. D'Arcy 11/23/2009
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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