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) 11/10/2008 | ||||||||||||||||||||||||||
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 | 11/10/2008 | J(1) | 15,000 | D | $0.00 | 1,056,875 | I | see footnote(2) | ||
Common Stock | 11/10/2008 | J(3) | 49,875 | D | $0.00 | 1,007,000 | 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) | |||||||||||||||
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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 | ||||||||
Stock Option (right to buy) | $6.2 | (4) | 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 | (5) | 03/15/2015 | Common Stock | 150,000 | 150,000 | D | ||||||||
Stock Option (right to buy) | $3.62 | (6) | 10/24/2013 | Common Stock | 50,000 | 50,000 | D | ||||||||
Stock Option (right to buy) | $2.45 | (7) | 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 | (8) | 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. After these reported transactions, Brewing Ventures LLC, will be the direct owner of 1,007,000 shares. Steven J. Wagenheim and Arthur E. Pew III are members of Brewing Ventures LLC and collectively own approximately 82.5% of its membership interests. As a result, the Reporting Person may be deemed to be the indirect beneficial owner of such securities. |
3. Brewing Ventures LLC, a Minnesota limited liability company, distributed 49,875 shares of the issuer's Common Stock to Arthur Nermoe, one of Brewing Ventures' members, in a pro rata redemption of his interest in Brewing Ventures. |
4. This option vests in three equal annual installments beginning on April 13, 2008. |
5. 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. |
6. This option vested in four equal annual installments beginning on October 24, 2004. |
7. This option vested in four equal annual installments beginning on February 11, 2003. |
8. This option vested in two equal annual installments beginning on December 14, 2000. |
/s/ Monica A. Underwood, attorney-in-fact | 11/12/2008 | |
** 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). | ||
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. |