- Statement of Changes in Beneficial Ownership (4)
23 February 2011 - 10:24AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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February 28, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
KOJAIAN C MICHAEL
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2. Issuer Name
and
Ticker or Trading Symbol
GRUBB & ELLIS CO
[
GBE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GRUBB & ELLIS COMPANY, 1551 N. TUSTIN AVE. SUITE #300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2011
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(Street)
SANTA ANA, CA 92705
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01
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2/18/2011
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P
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3740
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A
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$1.22
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4935066
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I
(1)
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By Kojaian Holdings LLC
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Common Stock, par value $0.01
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2/18/2011
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P
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5000
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A
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$1.23
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4940066
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I
(1)
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By Kojaian Holdings LLC
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Common Stock, par value $0.01
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2/18/2011
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P
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10500
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A
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$1.24
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4950566
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I
(1)
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By Kojaian Holdings LLC
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Common Stock, par value $0.01
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2/18/2011
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P
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5760
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A
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$1.25
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4956326
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I
(1)
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By Kojaian Holdings LLC
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Common Stock, par value $0.01
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11700000
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I
(2)
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By Kojaian Ventures, L.L.C.
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Common Stock, par value $0.01
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126283
(3)
(4)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Convertible Preferred Stock, par value $0.01
(5)
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(6)
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(7)
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(7)
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Common Stock, par value $0.01
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(6)
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100000
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I
(8)
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By Kojaian Management Corporation
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Explanation of Responses:
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(
1)
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These shares are owned directly by Kojaian Holdings LLC and indirectly by Kojaian Managagement Corporation, the sole member of Kojaian Holdings LLC, C. Michael Kojaian, 50% shareholder of Kojaian Management Corporation, and Mike Kojaian, 50% shareholder of Kojaian Management Corporation.
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(
2)
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These shares are owned directly by Kojaian Ventures, L.L.C. and indirectly by Kojaian Ventures-MM, Inc., the managing member of Kojaian Ventures, L.L.C., and C. Michael Kojaian, the sole shareholder of Kojaian Ventures-MM, Inc. and member (along with Kojaian Ventures-MM, Inc.) of Kojaian Ventures, L.L.C.
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(
3)
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Beneficially owned shares include 52,174 shares of common stock of Grubb & Ellis Company (the "Company") that were granted to Mr. Kojaian on December 10, 2010 pursuant to the Company's 2006 Omnibus Equity Plan. Beneficially owned shares also include 45,113 restricted shares of the Company's common stock that were granted to Mr. Kojaian on December 17, 2009 pursuant to the Company's 2006 Omnibus Equity Plan and which fully vested as of March 10, 2010.
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(
4)
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Beneficially owned shares also include 20,000 restricted shares of the Company's common stock that were granted to Mr. Kojaian on December 10, 2008 pursuant to the Company's 2006 Omnibus Equity Plan and which vest in equal 33 1/3 portions on each of the first, second, and third anniversaries of the grant date. Beneficially owned shares also include 8,996 restricted shares of the Company's common stock that were granted to Mr. Kojaian on December 10, 2007 pursuant to the Company's 2006 Omnibus Equity Plan and which fully vested as of December 10, 2010.
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(
5)
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The full title of the deriviative security is 12% Cumulative Participating Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock").
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(
6)
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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.
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(
7)
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The Preferred Stock is convertible, in whole or in part, into common stock at any time at Mr. Kojaian's option and has no expiration date.
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(
8)
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These shares are owned directly by Kojaian Management Corporation and indirectly by C. Michael Kojaian, 50% shareholder of Kojaian Management Corporation, and Mike Kojaian, 50% shareholder of Kojaian Management Corporation.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KOJAIAN C MICHAEL
C/O GRUBB & ELLIS COMPANY
1551 N. TUSTIN AVE. SUITE #300
SANTA ANA, CA 92705
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X
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X
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KOJAIAN VENTURES MM INC
39400 WOODWARD AVE., SUITE 250
BLOOMFIELD HILLS, MI 48304
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X
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KOJAIAN VENTURES LLC
39400 WOODWARD AVE., SUITE 250
BLOOMFIELD HILLS, MI 48304
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X
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Signatures
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Kojaian Ventures, L.L.C. By: Kojaian Ventures-MM, Inc., a Michigan Corporation, Managing Member /s/ C. Michael Kojaian, President
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2/22/2011
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**
Signature of Reporting Person
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Date
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Kojaian Ventures - MM, Inc. /s/ C. Michael Kojaian, President
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2/22/2011
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**
Signature of Reporting Person
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Date
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/s/ C. Michael Kojaian
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2/22/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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