CUSIP
No.
400096103
|
13G
|
Page
1
of
8
Pages
|
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2
(Amendment
No. __ )
(1)
Grubb
& Ellis Realty Advisors, Inc.
(Name
of
Issuer)
Common
Stock, $0.0001 par value
(Title
of
Class of Securities)
400096103
(CUSIP
Number)
November
28, 2007
(Date
of
Event Which Requires Filing of this Statement)
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o
Rule
13d-1(b)
x
Rule
13d-1(c)
o
Rule
13d-1(d)
(1)
The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
400096103
|
13G
|
Page
2
of
8
Pages
|
1
|
NAMES
OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Osmium
Special Situations Fund Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE
ONLY
|
4
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION
Bermuda
|
NUMBER
OF
|
5
|
SOLE
VOTING
POWER
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING
POWER
2,535,746
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE
POWER
|
WITH
|
8
|
SHARED
DISPOSITIVE
POWER
2,535,746
|
9
|
AGGREGATE
AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,535,746
|
10
|
CHECK
IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
8.5%
|
12
|
TYPE
OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
|
CUSIP
No.
400096103
|
13G
|
Page
3
of
8
Pages
|
1
|
NAMES
OF REPORTING
PERSONS
I.R.S.
IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chris
Kuchanny
|
2
|
CHECK
THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
(a)
o
(b)
o
|
3
|
SEC
USE
ONLY
|
4
|
CITIZENSHIP
OR PLACE OF
ORGANIZATION
United
Kingdom
|
NUMBER
OF
|
5
|
SOLE
VOTING
POWER
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING
POWER
2,535,746
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE
POWER
|
WITH
|
8
|
SHARED
DISPOSITIVE
POWER
2,535,746
|
9
|
AGGREGATE
AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,535,746
|
10
|
CHECK
IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
11
|
PERCENT
OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
8.5%
|
12
|
TYPE
OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN
|
CUSIP
No.
400096103
|
13G
|
Page
4
of
8
Pages
|
Schedule 13G
Item
1(a).
|
Name
of Issuer
:
Grubb & Ellis Realty Advisors,
Inc.
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices
:
500 West Monroe Street, Suite 2800, Chicago, IL
60661
|
Item
2 (a).
|
Name
of Persons Filing
:
Osmium Special Situations Fund Ltd.; Chris
Kuchanny
|
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence
:
Canon's Court, 22 Victoria Street, Hamilton HM11,
Bermuda
|
Item
2(c).
|
Citizenship
:
Osmium Special Situations Fund Ltd. is a corporation organized under
the
laws of Bermuda. Chris Kuchanny is a citizen of the United
Kingdom.
|
Item
2(d).
|
Title
of Class of Securities
:
Common Stock, $0.0001 par value (the “Common
Stock”)
|
Item
2(e).
|
CUSIP
Number
:
400096103
|
Item
3.
|
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c),
Check Whether the Person Filing is a
:
|
(a)
|
[
]
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
(b)
|
[
]
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
(c)
|
[
]
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
(d)
|
[
]
|
Investment
company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C 80a-8).
|
(e)
|
[
]
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
(f)
|
[
]
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
(g)
|
[
]
|
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
(h)
|
[
]
|
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
(i)
|
[
]
|
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);
|
(j)
|
[
]
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
CUSIP
No.
400096103
|
13G
|
Page
5
of
8
Pages
|
(a)
Amount
beneficially owned:
Osmium
Special Situations Fund Ltd. beneficially owns 2,535,746 shares of the Common
Stock. Mr. Chris Kuchanny, as Chairman and Chief Executive Officer of
Osmium Special Situations Fund Ltd., may, by virtue of such position, be deemed
to have beneficial ownership of such shares. Mr. Kuchanny disclaims beneficial
ownership of the Common Stock reported herein, other than the portion of such
shares which relates to his individual economic interest in Osmium Special
Situations Fund Ltd., for the purposes of Sections 13(d) and 13(g) or under
any
provision of the Exchange Act or the rules promulgated thereunder or for any
other purpose.
(b)
Percent
of class:
8.5%
(c)
Number
of
shares as to which the person has:
(i)
Sole
power to vote or to direct the vote
:
0
(ii)
Shared
power to vote or to direct the vote
:
2,535,746
(iii)
Sole
power to dispose or to direct the disposition of
:
0
(iv)
Shared
power to dispose or to direct the disposition of
:
2,535,746
Item
5.
|
Ownership
of Five Percent or Less of a Class
.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person
.
|
Not
Applicable.
Item
7.
|
Identification
and Classification of the Subsidiary which Acquired the Security
Being
Reported on By the Parent Holding Company or Control
Person
.
|
Not
Applicable.
Item
8.
|
Identification
and Classification of Members of the Group
.
|
Not
Applicable.
Item
9.
|
Notice
of Dissolution of Group
.
|
Not
Applicable.
CUSIP
No.
400096103
|
13G
|
Page
6
of
8
Pages
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection with or
as a
participant in any transaction having that purpose or effect.
CUSIP
No.
400096103
|
13G
|
Page
7
of
8
Pages
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
December 17, 2007
|
|
|
|
Osmium
Special
Situations Fund Ltd.
|
|
|
|
|
By:
|
/s/
Chris Kuchanny
|
|
Chris
Kuchanny, Chairman and Chief Executive
Officer
|
|
|
|
|
By:
|
/s/
Chris Kuchanny
|
|
Chris
Kuchanny
|
CUSIP
No.
400096103
|
13G
|
Page
8
of
8
Pages
|
EXHIBIT
A
JOINT
FILING AGREEMENT
Osmium
Special Situations Fund Ltd. and Chris Kuchanny in compliance with Rule 13d-1(k)
of the Securities and Exchange Commission, hereby agree that the statement
on
Schedule 13G to which this Agreement is attached as an exhibit is, and any
amendments thereto filed by any of us will be, filed on behalf of each such
person, that each such person is responsible for the timely filing of the
Schedule 13G and any amendments thereto and for the completeness and accuracy
of
the information concerning such person contained therein.
Dated:
December 17, 2007
|
|
|
|
Osmium
Special
Situations Fund Ltd.
|
|
|
|
|
By:
|
/s/
Chris Kuchanny
|
|
Chris
Kuchanny, Chairman and Chief Executive
Officer
|
|
|
|
|
By:
|
/s/
Chris Kuchanny
|
|
Chris
Kuchanny
|