FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GRANITE CITY FOOD & BREWERY LTD [ GCFB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/04/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 11/04/2004 | C | V | 1,297,467 | A | $0(1) | 1,734,137 | I | SEE FOOTNOTE(2) | |
Common Stock | 11/09/2004 | X | 424,005 | A | $1.58(3) | 2,158,142 | I | SEE FOOTNOTE(4) | ||
Common Stock | 4,520 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Series A Convertible Preferred Stock | $1.58 | 11/04/2004 | C(1) | V | 20,500 | 10/01/2002 | (5) | Common Stock | 1,297,467 | $100 | 0 | I | SEE FOOTNOTE(6) | ||
Common Stock Warrants | $1.58 | 11/09/2004 | X(3) | 648,733 | 10/01/2002 | 09/30/2007 | Common Stock | 648,733 | $0(7) | 0 | I | SEE FOOTNOTE(8) | |||
Common Stock Warrants | $5 | 11/04/2004 | 11/04/2009 | Common Stock | 170,215 | 170,215 | I | SEE FOOTNOTE(9) |
Explanation of Responses: |
1. The Series A Convertible Preferred Stock were automatically converted to 1,297,467 common shares of Issuer. |
2. Consists of (i) 1,302,770 shares held by Brew Buddies, L.L.C.; (ii) 5,829 shares held by Brew Master, L.L.C.; and (iii) 425,538 shares held by Granite Partners, L.L.C. |
3. The warrants were exercised using a cashless exercise method, whereby Brew Buddies, L.L.C. received 424,005 shares of common stock. |
4. Consists of 1,726,775 shares held by Brew Buddies, L.L.C.; (ii) 5,829 shares held by Brew Master, L.L.C.; and (iii) 425,538 shares held by Granite Partners, L.L.C. |
5. The Series A Convertible Preferred Stock does not have an expiration date. |
6. Series A Convertible Preferred Stock owned by Brew Buddies, L.L.C. |
7. The warrants were issued for no additional consideration in connection with Brew Buddies, L.L.C. prior purchase of the Series A Convertible Preferred Stock. |
8. Owned by Brew Buddies, L.L.C. |
9. Held by Granite Partners, L.L.C. |
Remarks: |
Mr. McGowan has business relationships with Brew Buddies, L.L.C., Brew Master, LLC and Granite Parters, L.L.C., such that he may be deemed to be the indirect beneficial owner of the securities held by such entities. This report includes securities held by such entities. |
/s/ Eugene E. McGowan | 11/16/2004 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |