FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Engel Matthew A 		2. Issuer Name and Ticker or Trading Symbol

GRUBB & ELLIS CO [ GBE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Finance
(Last)          (First)          (Middle)

C/O GRUBB & ELLIS COMPANY, 1551 N. TUSTIN AVENUE, SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/5/2011
(Street)

SANTA ANA, CA 92705
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/5/2011     F    1834   (1) D $0.22   (2) 40289   (3) (4) (5) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   1000   D    

Explanation of Responses:
( 1)  Represents 1,834 restricted shares of common stock of Grubb & Ellis Company (the "Company") that were withheld upon vesting to satisfy Mr. Engel's tax withholding obligation in connection with the vesting of a total of 5,000 restricted shares of the Company's common stock that were previously awarded to Mr. Engel.
( 2)  On December 2, 2011, the effective date for determination of the tax withholding requirements related to Mr. Engel's vested restricted shares of the Company's common stock, the closing price for the Company's common stock was $0.22.
( 3)  Beneficially owned shares include 10,000 restricted shares of the Company's common stock that were granted to Mr. Engel on February 4, 2009 pursuant to the Company's 2006 Omnibus Equity Plan and all such shares will vest on the fourth anniversary of the grant date.
( 4)  Beneficially owned shares also include (i) 9,416 shares of the Company's common stock, with 3,166 of such shares representing the balance of the 5,000 restricted shares that vested on December 5, 2011 minus the 1,834 shares that were withheld to satisfy Mr. Engel's tax withholding obligation and (ii) 5,000 restricted shares of the Company's common stock that were granted to Mr. Engel on December 3, 2008 pursuant to the Company's 2006 Omnibus Equity Plan and which will vest on the fourth anniversary of the grant date.
( 5)  Beneficially owned shares also include 15,873 shares of the Company's phantom stock that were granted to Mr. Engel on December 3, 2008 pursuant to the Company's Deferred Compensation Plan and all such shares will vest on the fourth anniversary of the grant date.
( 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. Engel's option and has no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Engel Matthew A
C/O GRUBB & ELLIS COMPANY
1551 N. TUSTIN AVENUE, SUITE 300
SANTA ANA, CA 92705

EVP, Finance

Signatures
/s/ Matthew A. Engel 12/7/2011
** 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).
** 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.
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