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ITEM 1(a).
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NAME OF ISSUER:
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Grubb & Ellis Co
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ITEM 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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1551 N. Tustin Avenue, Suite #300
Santa Ana, CA 92705
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ITEM 2(a).
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NAME OF PERSON FILING:
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Forward Management, LLC
Forward Select Income Fund
Forward Real Estate Long/Short Fund
Condor Partners, L.P.
Preferred Yield Plus, LP
Kensington Realty Income Fund, L.P.
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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101 California Street, Suite 1600
San Francisco, CA 94111
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ITEM 2(c).
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CITIZENSHIP:
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Forward Management, LLC - Delaware
Forward Select Income Fund - Delaware
Forward Real Estate Long/Short Fund - Delaware
Condor Partners, L.P. - California
Preferred Yield Plus, LP - California
Kensington Realty Income Fund, L.P. - California
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, $0.01 Par Value
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ITEM 2(e).
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CUSIP NUMBER:
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400095204
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c)
CHECK WHETHER THE PERSON FILING IS A:
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(a)
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[ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
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(b)
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[ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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[X] Investment company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8);
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(e)
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[X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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[ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g)
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[ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
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(i)
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[ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
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(k)
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[ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
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ITEM 4.
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OWNERSHIP:
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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14,584,591.48 See Notes on each separate page for reporting persons.
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(b)
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Percent of class:
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11.44% See Notes on each separate page for reporting persons.
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(c)
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Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
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(ii) Shared power to vote or to direct the vote:
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Forward Management, LLC - 14,584,591.48 Note: Comprised of 240,646 shares of 12% cumulative participating perpetual convertible preferred stock, which are currently convertible into the specified number of shares of common stock, based on a conversion ratio of 1 to 60.606. Percentages are based on 69,147,403 outstanding shares of common stock (as of the record date of November 16, 2011 stated in the preliminary proxy statement filed by the issuer) and assuming all 963,500 outstanding shares of preferred stock (from the same preliminary proxy statement) have been converted into an additional 58,393,881 voting shares of common stock.
Forward Select Income Fund - 13,402,774.48 Note: Comprised of 221,146 shares of 12% cumulative participating perpetual convertible preferred stock, which are currently convertible into the specified number of shares of common stock, based on a conversion ratio of 1 to 60.606. Percentages are based on 69,147,403 outstanding shares of common stock (as of the record date of November 16, 2011 stated in the preliminary proxy statement filed by the issuer) and assuming all 963,500 outstanding shares of preferred stock (from the same preliminary proxy statement) have been converted into an additional 58,393,881 voting shares of common stock.
Forward Real Estate Long/Short Fund - 424,242 Note: Comprised of 7,000 shares of 12% cumulative participating perpetual convertible preferred stock, which are currently convertible into the specified number of shares of common stock, based on a conversion ratio of 1 to 60.606. Percentages are based on 69,147,403 outstanding shares of common stock (as of the record date of November 16, 2011 stated in the preliminary proxy statement filed by the issuer) and assuming all 963,500 outstanding shares of preferred stock (from the same preliminary proxy statement) have been converted into an additional 58,393,881 voting shares of common stock.
Condor Partners, L.P. - 284,848.2 Note: Comprised of 4,700 shares of 12% cumulative participating perpetual convertible preferred stock, which are currently convertible into the specified number of shares of common stock, based on a conversion ratio of 1 to 60.606. Percentages are based on 69,147,403 outstanding shares of common stock (as of the record date of November 16, 2011 stated in the preliminary proxy statement filed by the issuer) and assuming all 963,500 outstanding shares of preferred stock (from the same preliminary proxy statement) have been converted into an additional 58,393,881 voting shares of common stock.
Preferred Yield Plus, LP - 296,969.4 Note: Comprised of 4,900 shares of 12% cumulative participating perpetual convertible preferred stock, which are currently convertible into the specified number of shares of common stock, based on a conversion ratio of 1 to 60.606. Percentages are based on 69,147,403 outstanding shares of common stock (as of the record date of November 16, 2011 stated in the preliminary proxy statement filed by the issuer) and assuming all 963,500 outstanding shares of preferred stock (from the same preliminary proxy statement) have been converted into an additional 58,393,881 voting shares of common stock.
Kensington Realty Income Fund, L.P. - 175,757.4 Note: Comprised of 2,900 shares of 12% cumulative participating perpetual convertible preferred stock, which are currently convertible into the specified number of shares of common stock, based on a conversion ratio of 1 to 60.606. Percentages are based on 69,147,403 outstanding shares of common stock (as of the record date of November 16, 2011 stated in the preliminary proxy statement filed by the issuer) and assuming all 963,500 outstanding shares of preferred stock (from the same preliminary proxy statement) have been converted into an additional 58,393,881 voting shares of common stock.
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(iii) Sole power to dispose or to direct the disposition of:
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(iv) Shared power to dispose or to direct the disposition of:
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Forward Management, LLC - 14,584,591.48 See Note above
Forward Select Income Fund - 13,402,774.48 See Note above.
Forward Real Estate Long/Short Fund - 424,242 See Note above.
Condor Partners, L.P. - 284,848.2 See Note above.
Preferred Yield Plus, LP - 296,969.4 See Note above.
Kensington Realty Income Fund, L.P. - 175,757.4 See Note above.
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