If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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
.
CUSIP NO. 40009 52 0
|
13D
|
Page 2 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kojaian Holdings LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
x
|
|
|
(b)
o
|
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
3,060,526
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
3,060,526
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,060,526
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
14
|
TYPE OF REPORTING PERSON
OO
|
2
CUSIP NO. 40009 52 0
|
13D
|
Page 3 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kojaian Ventures, L.L.C.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
x
|
|
|
(b)
o
|
4
|
SOURCE OF FUNDS (See Instructions)
Not applicable
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
7,511,283
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
7,511,283
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,511,283
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
|
14
|
TYPE OF REPORTING PERSON
OO
|
3
CUSIP NO. 40009 52 0
|
13D
|
Page 4 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kojaian Management Corporation
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
x
|
|
|
(b)
o
|
4
|
SOURCE OF FUNDS (See Instructions)
Not applicable
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
3,060,526
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
3,060,526
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,060,526
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
14
|
TYPE OF REPORTING PERSON
HC
|
4
CUSIP NO. 40009 52 0
|
13D
|
Page 5 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kojaian Ventures-MM, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
x
|
|
|
(b)
o
|
4
|
SOURCE OF FUNDS (See Instructions)
Not applicable
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Michigan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
7,511,283
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
7,511,283
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,511,283
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
|
14
|
TYPE OF REPORTING PERSON
CO
|
5
CUSIP NO. 40009 52 0
|
13D
|
Page 6 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mike Kojaian
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
x
|
|
|
(b)
o
|
4
|
SOURCE OF FUNDS (See Instructions)
PF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
3,060,526
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,060,526
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,060,526
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
|
14
|
TYPE OF REPORTING PERSON
IN
|
6
CUSIP NO. 40009 52 0
|
13D
|
Page 7 of 11 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C. Michael Kojaian
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)
x
|
|
|
(b)
o
|
4
|
SOURCE OF FUNDS (See Instructions)
PF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
7,520,279
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
3,060,526
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
7,520,279
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
3,060,526
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,580,805
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%
|
14
|
TYPE OF REPORTING PERSON
IN
|
7
This Amendment No. 12 (this "filing") amends in certain respects Amendment No. 1 to Schedule 13D filed by Mike Kojaian and C. Michael Kojaian dated February 13, 2001 ("Amendment No. 1"); Amendment No. 2 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, Kojaian Ventures, L.L.C., a Michigan limited liability company ("KV"), and Kojaian Ventures-MM, Inc., a Michigan corporation and managing member of KV ("KVMM") dated April 19, 2002 ("Amendment No. 2"); Amendment No. 3 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, KV and KVMM dated May 16, 2002 ("Amendment No. 3"); Amendment No. 4 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, KV and KVMM dated September 27, 2002 ("Amendment No. 4"); Amendment No. 5 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, Kojaian Holdings LLC, a Michigan limited liability company ("KH"), KV, KVMM dated May 9, 2003 ("Amendment No. 5"); Amendment No. 6 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, KH, KV, and KVMM dated January 6, 2005 ("Amendment No. 6"); Amendment No. 7 to Schedule 13D filed by Mike Kojaian, C. Michael Kojaian, Kojaian Management Corporation ("KMC"), KH, KV, and KVMM dated April 28, 2006 ("Amendment No. 7"); Amendment No. 8 to Schedule 13D filed by C. Michael Kojaian, KMC, KH, KV, and KVMM dated July 6, 2006 ("Amendment No. 8"); Amendment No. 9 to Schedule 13D filed by C. Michael Kojaian, KMC, KH, KV, and KVMM dated May 22, 2007 ("Amendment No. 9"); Amendment No. 10 to Schedule 13D filed by Mike Kojaian and C. Michael Kojaian, KMC, KH, KV, and KVMM dated September 7, 2007 ("Amendment No. 10"); and Amendment No. 11 to Schedule 13D filed by Mike Kojaian and C. Michael Kojaian, KMC, KH, KV, and KVMM dated September 14, 2007 ("Amendment No. 11") (collectively the "Previous Filings"). All items not reported in this Amendment No. 12 are herein incorporated by reference from Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, and Amendment No. 11. To the extent any item is superseded by any later filing, the later filing is operative and controlling.
Item 1.
|
Security and Issuer
|
The title of the class of equity securities to which this statement relates is the common stock, par value $0.01 per share (the "Common Stock") of Grubb & Ellis Company, a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705.
Item 2.
|
Identity and Background
|
This Amendment No. 12 is being filed by C. Michael Kojaian, KMC, KVMM, KV, and KH (collectively, the "Reporting Persons"). Item 2 of the Previous Filings is here incorporated by reference.
During the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in the Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
8
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 of the Previous Filings is here incorporated by reference.
C. Michael Kojaian was awarded 8,996 shares of Common Stock on December 10, 2007. KH used $639,600 of available funds and investments to purchase the Common Stock described in the table contained in Item 5(c) of this filing.
Item 4.
|
Purpose of Transaction
|
KH acquired the Common Stock described in Item 5(c) of this filing for investment purposes. The Reporting Persons may from time to time in the future acquire or dispose of additional securities of the Company in open market or privately negotiated transactions, depending on market conditions and other considerations that the Reporting Persons deem relevant. As of the date of this filing, the Reporting Persons have no specific plans or proposals to acquire or dispose of securities of the Company.
The Reporting Persons reserve the right to take any and all actions with respect to their respective investments in the Company as they from time to time may determine in the future in their sole discretion.
Item 5.
|
Interests in Securities of the Issuer
|
(a-b) The total number of shares of Common Stock deemed to be beneficially owned by all of the Reporting Persons is 10,580,805, which represents approximately 16.4% of the outstanding shares of Common Stock. The direct beneficial owners of such shares are represented in the following table (each Reporting Person has sole voting and dispositive power over the listed shares):
|
Beneficial Owner
|
|
Shares
|
|
Percentage of All
Outstanding Common Stock
|
|
Kojaian Holdings LLC (KH)
|
|
3,060,526
|
|
4.7%
|
|
Kojaian Ventures, L.L.C. (KV)
|
|
7,511,283
|
|
11.7%
|
|
C. Michael Kojaian
|
|
8,996
|
|
0.0%
|
|
|
|
|
|
|
|
TOTAL
|
|
10,580,805
|
|
16.4%
|
As the sole member of KH, KMC is the deemed beneficial owner of, and has sole voting and dispositive power over, the 3,060,526 shares of Common Stock directly owned by KH. These shares of Common Stock represent approximately 4.7% of the outstanding shares of Common Stock.
As the manager member of KV, KVMM is the deemed beneficial owner of, and has sole voting and dispositive power over, the 7,511,283 shares of Common Stock directly owned by KV. These shares represent approximately 11.7% of the outstanding shares of Common Stock.
9
As a 50% shareholder of KMC, Mike Kojaian is the deemed beneficial owner of, and has shared voting and dispositive over, the 3,060,526 shares of Common Stock directly owned by KH. These shares of Common Stock represent approximately 4.7% of the outstanding shares of Common Stock.
As (i) a 50% shareholder of KMC, (ii) the sole shareholder of KVMM and (iii) a member (along with KVMM) of KV, C. Michael Kojaian is deemed to be the beneficial owner of the 10,571,809 shares of Common Stock directly owned by KH and KV. These shares of Common Stock, combined with the 8,996 C. Michael Kojaian holds directly for a total of 10,580,805 shares of Common Stock, represent approximately 16.4% of the outstanding shares of Common Stock. Of such 10,580,805 shares of Common Stock, C. Michael Kojaian has sole voting and dispositive power over the 7,511,283 shares of Common Stock directly owned by KV and the 8,996 shares of Common Stock he directly owns and shared voting and dispositive power over the 3,060,526 shares of Common Stock directly owned by KH.
(c) C. Michael Kojaian was awarded 8,996 shares of Common Stock on December 10, 2007. During the past 90 days, the Reporting Persons have purchased following shares of Common Stock in the open market:
|
Trade Date
|
|
Buyer
|
|
Shares
Purchased
|
|
Share Price
|
|
|
|
|
|
|
|
|
|
|
|
12/12/2007
|
|
KH
|
|
4,900
|
|
$6.36
|
|
|
12/12/2007
|
|
KH
|
|
15,000
|
|
$6.37
|
|
|
12/12/2007
|
|
KH
|
|
15,100
|
|
$6.38
|
|
|
12/12/2007
|
|
KH
|
|
56,600
|
|
$6.40
|
|
|
12/12/2007
|
|
KH
|
|
7,300
|
|
$6.46
|
|
|
12/12/2007
|
|
KH
|
|
1,100
|
|
$6.50
|
|
(d) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Issuer
|
Item 6 of the Previous Filings is here incorporated by reference.
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit 1
|
Joint Filing Agreement dated December  28, 2007.
|
10
SIGNATURES
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.
Dated: December 28, 2007
|
|
/s/ C. Michael Kojaian
|
|
|
C. Michael Kojaian
|
|
|
|
|
|
|
Dated: December 28, 2007
|
|
KOJAIAN HOLDINGS LLC
|
|
|
|
|
|
By: Kojaian Management Corporation, its Sole Member
|
|
|
|
|
|
By
|
/s/ C. Michael Kojaian
|
|
|
|
C. Michael Kojaian, its Executive Vice President
|
|
|
|
|
|
|
Dated: December 28, 2007
|
|
KOJAIAN MANAGEMENT CORPORATION
|
|
|
|
|
|
By
|
/s/ C. Michael Kojaian
|
|
|
|
C. Michael Kojaian, its Executive Vice President
|
|
|
|
|
|
|
Dated: December 28, 2007
|
|
KOJAIAN VENTURES, L.L.C.
|
|
|
|
|
|
By: Kojaian Ventures-MM, Inc., its Managing Member
|
|
|
|
|
|
By
|
/s/ C. Michael Kojaian
|
|
|
|
C. Michael Kojaian, President
|
|
|
|
|
|
|
Dated: December 28, 2007
|
|
KOJAIAN VENTURES-MM, INC.
|
|
|
|
|
|
By
|
/s/ C. Michael Kojaian
|
|
|
|
C. Michael Kojaian, President
|
11