SEC FORM 4

SEC Form 4

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^*

WAGENHEIM STEVEN J

(Last)

(First)

(Middle)

321 WESTWOOD DRIVE NORTH

(Street)

MINNEAPOLIS

55422

(City)

(State)

(Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/07/2008		J⁽¹⁾		15,000	D	$0.00	1,116,875	I	see footnote⁽²⁾
Common Stock								93,447	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$6.2							⁽³⁾	04/13/2017	Common Stock	100,000		100,000	D
Stock Option (right to buy)	$4.23							12/31/2006	02/22/2016	Common Stock	100,000		100,000	D
Stock Option (right to buy)	$4.31							⁽⁴⁾	03/15/2015	Common Stock	150,000		150,000	D
Stock Option (right to buy)	$3.62							⁽⁵⁾	10/24/2013	Common Stock	50,000		50,000	D
Stock Option (right to buy)	$2.45							⁽⁶⁾	02/11/2013	Common Stock	30,000		30,000	D
Stock Option (right to buy)	$1.65							12/31/2001	12/30/2011	Common Stock	25,000		25,000	D
Stock Option (right to buy)	$4							⁽⁷⁾	12/14/2009	Common Stock	20,000		20,000	D

Explanation of Responses:

1. Brewing Ventures LLC, a Minnesota limited liability company, distributed 15,000 shares of the issuer's Common Stock to Mitchel I. Wachman, one of Brewing Ventures' members, in a pro rata redemption of a portion of his interest in Brewing Ventures.

2. Brewing Ventures LLC, is the direct owner of 1,116,875 shares. Steven J. Wagenheim and Arthur E. Pew III are members of Brewing Ventures LLC and collectively own more than 72.5% of its membership interests. As a result, the Reporting Person may be deemed to be the indirect beneficial owner of such securities.

3. This option vests in three equal annual installments beginning on April 13, 2008.

4. This option vested with respect to 75,000 shares on March 15, 2005, vested with respect to 50,000 shares on March 15, 2007, and vested with respect to 25,000 shares on March 15, 2008.

5. This option vested in four equal annual installments beginning on October 24, 2004.

6. This option vested in four equal annual installments beginning on February 11, 2003.

7. This option vested in two equal annual installments beginning on December 14, 2000.

	/s/ Monica A. Underwood, attorney-in-fact	04/08/2008
	** 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).
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