- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * CARPENTER GLENN L	2. Issuer Name and Ticker or Trading Symbol GRUBB & ELLIS CO [ GBE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O GRUBB & ELLIS COMPANY, 1551 N. TUSTIN AVE. SUITE #300	3. Date of Earliest Transaction (MM/DD/YYYY) 12/10/2008
(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	12/10/2008		A		20000   (1)	A	$0   (2)	78354   (3)	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

Explanation of Responses:
( 1)	Represents 20,000 restricted shares of Grubb & Ellis Company's (the "Company") Common Stock that were awarded to Mr. Carpenter pursuant to the Company's 2006 Omnibus Equity Plan which vest in equal 33 1/3 portions on each of the first, second, and third anniversaries of the grant date (December 10, 2008). Such shares represent the Company's annual grant to its independent outside directors which, pursuant to the Company's 2006 Omnibus Equity Plan, is set at $60,000 worth of restricted shares of the Company's Common Stock based upon the closing price of such Common Stock on the date of grant. However, in light of recent market events, the Company has decided to limit such amount of grant in 2008 to 20,000 restricted shares of the Company's Common Stock.
( 2)	On December 10, 2008, the date of the grant of restricted shares awarded to Mr. Carpenter, the closing price for the Company's Common Stock was $1.30.
( 3)	Benefically owned shares include: 8,996 restricted shares of the Company's Common Stock that were awarded to Mr. Carpenter pursuant to the Company's 2006 Omnibus Equity Plan and vest in equal 33 1/3 portions on each of the first, second and third anniversaries of the grant date (December 10, 2007); 11,958 restricted shares of the Company's Common Stock that were awarded to Mr. Carpenter pursuant to the Company's 2006 Omnibus Equity Plan and vest in equal 33 1/3 portions on each of the first, second and third anniversaries of the grant date (March 12, 2008); and 11,000 restricted shares of the Company's Common Stock that were received in exchange for 12,500 shares of NNN Realty Advisors, Inc. ("NNN") restricted stock in connection with the merger of NNN into the Company. The 12,500 shares were awarded to Mr. Carpenter pursuant to NNN's 2006 Long Term Incentive Plan and vest in equal 33 1/3 portions on each of the first, second and third anniversaries of the grant date (June 27, 2007).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARPENTER GLENN L C/O GRUBB & ELLIS COMPANY 1551 N. TUSTIN AVE. SUITE #300 SANTA ANA, CA 92705	X

Signatures
/s/ Glenn L. Carpenter		12/16/2008
** 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).
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