Grubb & Ellis Realty Advisors, Inc. (Other) (3)
01 Octubre 2007 - 8:06PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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D.B. ZWIRN & CO., L.P.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
9/26/2007
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3. Issuer Name
and
Ticker or Trading Symbol
Grubb & Ellis Realty Advisors, Inc. [GAV]
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(Last)
(First)
(Middle)
745 FIFTH AVENUE, 18TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
___
X
___ Other (specify below)
/ See Remarks Below
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(Street)
NEW YORK, NY 10151
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common stock, par value $0.0001 per share ("Common Stock")
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3014618
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I
(1)
(2)
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See footnotes below
(1)
(2)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Explanation of Responses:
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(
1)
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D.B. Zwirn & Co., L.P., a Delaware limited partnership, is the manager of (i) D.B. Zwirn Special Opportunities Fund, L.P., a
Delaware limited partnership (a "Fund"), which holds 1,168,155 shares of Common Stock and (ii) D.B. Zwirn Special
Opportunities Fund, Ltd., a Cayman Islands company (together with D.B. Zwirn Special Opportunities Fund, L.P., the "Funds"),
which holds 1,846,463 shares of Common Stock.
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(
2)
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As the manager of the Funds, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the shares of Common Stock beneficially
owned by the Funds. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the shares
of Common Stock beneficially owned by the Funds. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to
beneficially own the shares of Common Stock beneficially owned by the Funds. As the managing member of Zwirn Holdings, LLC,
Daniel B. Zwirn may be deemed to beneficially own the shares of Common Stock beneficially owned by the Funds. Each
Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this
report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for
purposes of Section 16 or for any other purpose.
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Remarks:
Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's
outstanding Common Stock.
The Power of Attorney executed by Daniel B. Zwirn, authorizing Lawrence D. Cutler to sign and file this Form 3 on Daniel B.
Zwirn's behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on May 18, 2007 by
D.B. Zwirn & Co., L.P. with respect to the common stock of the Issuer, is hereby incorporated by reference.
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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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D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE
18TH FLOOR
NEW YORK, NY 10151
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See Remarks Below
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ZWIRN DANIEL B
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR
NEW YORK, NY 10051
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See Remarks Below
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
C/O GOLDMAN SACHS (CAYMAN) TRUST, LTD.
HARBOUR CENTRE, 2ND FLOOR
GRAND CAYMAN, E9 PO BOX 896
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See Remarks Below
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR
NEW YORK, NY 10151
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See Remarks Below
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ZWIRN HOLDINGS, LLC
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR
NEW YORK, NY 10151
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See Remarks Below
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DBZ GP, LLC
C/O D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE, 18TH FLOOR
NEW YORK, NY 10151
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See Remarks Below
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Signatures
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D.B. ZWIRN & CO, L.P., By: DBZ GP, LLC, its General Parnter, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory
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10/1/2007
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**
Signature of Reporting Person
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Date
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DANIEL B. ZWIRN, By: /s/ Lawrence D. Cutler, as Attorney-in-Fact for Daniel B. Zwirn
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10/1/2007
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**
Signature of Reporting Person
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Date
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD., By: D.B. Zwirn & Co., L.P., By: DBZ GP, LLC, its General Parnter, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory
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10/1/2007
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**
Signature of Reporting Person
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Date
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D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., By: D.B. Zwirn & Co., L.P., By: DBZ GP, LLC, its General Parnter, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory
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10/1/2007
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**
Signature of Reporting Person
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Date
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ZWIRN HOLDINGS, LLC, By: /s/ Lawrence D. Cutler, Authorized Signatory
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10/1/2007
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**
Signature of Reporting Person
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Date
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DBZ GP, LLC, By: Zwirn Holdings, LLC, its Managing Member, By: /s/ Lawrence D. Cutler, Authorized Signatory
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10/1/2007
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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 5(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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