Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-133652
GRUBB &
ELLIS HEALTHCARE REIT, INC.
SUPPLEMENT
NO. 12 DATED JULY 31, 2008
TO THE PROSPECTUS DATED DECEMBER 14, 2007
This document supplements, and should be read in conjunction
with, our prospectus dated December 14, 2007, as
supplemented by Supplement No. 11 dated July 21, 2008,
relating to our offering of 221,052,632 shares of common
stock. The purpose of this Supplement No. 12 is to disclose:
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the status of our initial public offering; and
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information regarding the liquidity of the prior public programs
sponsored by our sponsor.
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Status of
Our Initial Public Offering
As of July 11, 2008, we had received and accepted
subscriptions in our offering for 40,624,653 shares of our
common stock, or approximately $405,804,000, excluding shares
issued under our distribution reinvestment plan. As of
July 11, 2008, approximately 159,375,347 shares
remained available for sale to the public under our initial
public offering, exclusive of shares available under our
distribution reinvestment plan. We will sell shares in our
offering until the earlier of September 20, 2009, or the
date on which the maximum amount has been sold.
Prior
Public Program Liquidity
New Financial Industry Regulatory Authority, or FINRA,
regulations require that we disclose the liquidity of our
sponsors prior public programs. Our sponsor,
Grubb & Ellis Company, or one of its affiliates, has
sponsored three other public programs, G REIT, Inc., T
REIT, Inc. and Grubb & Ellis Apartment REIT, Inc.,
each of which stated in its prospectus a date or time period by
which the program might be liquidated. G REIT, Inc. and T
REIT, Inc. each commenced an orderly liquidation prior to their
anticipated liquidation dates. Grubb & Ellis Apartment
REIT, Inc. commenced its initial public offering on
July 19, 2006 and has not yet reached its anticipated
liquidation date.