4//SEC Filing
D Arcy Thomas P 4
Accession 0001209191-11-016779
CIK 0000216039other
Filed
Mar 8, 7:00 PM ET
Accepted
Mar 9, 8:25 PM ET
Size
9.0 KB
Accession
0001209191-11-016779
Insider Transaction Report
Form 4
D Arcy Thomas P
DirectorPresident and CEO
Transactions
- Tax Payment
Common Stock, par value $0.01
2010-11-15$1.09/sh−105,834$115,359→ 1,894,166 total
Holdings
- 5,000
Convertible Preferred Stock, par value $0.01
→ Common Stock, par value $0.01
Footnotes (8)
- [F1]Represents 105,834 restricted shares of common stock of Grubb & Ellis Company (the "Company") that were withheld upon vesting to satisfy Mr. D'Arcy's tax withholding obligation in connection with the vesting of a total of 333,333 restricted shares of the Company's common stock that were previously awarded to Mr. D'Arcy.
- [F2]On November 15, 2010, the date of the withholding of shares of common stock, the closing price for the Company's common stock was $1.09.
- [F3]Beneficially owned shares include (i) 227,499 shares of the Company's common stock, which represents the balance of the 333,333 restricted shares that vested on November 15, 2010 minus the 105,834 shares that were withheld to satisfy Mr. D'Arcy's tax withholding obligation and (ii) 1,666,667 restricted shares of the Company's common stock. All of the shares were awarded to Mr. D'Arcy on November 16, 2009 in connection with his being hired as President and Chief Executive Officer of the Company.
- [F4]666,667 of the restricted shares awarded to Mr. D'Arcy are subject to vesting in equal 1/2 portions on each of November 15, 2011 and November 15, 2012. The other 1,000,000 restricted shares are subject to vesting based upon the market price of the Company's common stock during the 3 year period beginning November 16, 2009. Specifically, (i) in the event that for any 30 consecutive trading days the volume weighted average closing price per share of the Company's common stock is at least $3.50, then 50% of such restricted shares shall vest, and (ii) in the event that for any 30 consecutive trading days the volume weighted average closing price per share of the Company's common stock is at least $6.00, then the remaining 50% of such restricted shares shall vest.
- [F5]Vesting with respect to all of the restricted shares awarded to Mr. D'Arcy is subject to Mr. D'Arcy's continued employment by the Company, subject to the terms of a restricted share agreement entered into by Mr. D'Arcy and the Company, and other terms and conditions set forth in Mr. D'Arcy's employment agreement with the Company.
- [F6]The full title of the deriviative security is 12% Cumulative Participating Perpetual Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock").
- [F7]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.
- [F8]The Preferred Stock is convertible, in whole or in part, into common stock at any time at Mr. D'Arcy's option and has no expiration date.
Documents
Issuer
GRUBB & ELLIS CO
CIK 0000216039
Entity typeother
Related Parties
1- filerCIK 0001325983
Filing Metadata
- Form type
- 4
- Filed
- Mar 8, 7:00 PM ET
- Accepted
- Mar 9, 8:25 PM ET
- Size
- 9.0 KB