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^*

Dunham Donald A Jr

(Last)

(First)

(Middle)

THE DUNHAM COMPANY

230 SOUTH PHILLIPS AVENUE, STE 202

(Street)

SIOUX FALLS

57105

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2011

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	05/10/2011		D		3,000,000	D	$2.35	1,666,666	I	See footnote⁽¹⁾
Common Stock								45,944	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)⁽²⁾	$3.3501	05/10/2011		A		5,000		05/10/2011	05/10/2016	Common Stock	5,000	$0	5,000	D
Stock Option (right to buy)	$1.82							10/05/2011⁽³⁾	10/05/2020⁽⁴⁾	Common Stock	5,000		5,000	D
Warrant to Purchase Common Stock	$1.584							06/30/2010	02/07/2014	Common Stock	17,760		17,760	D
Warrant to Purchase Common Stock	$1.584							06/30/2010	02/07/2014	Common Stock	35,651		35,651	I	See footnote⁽⁵⁾
Warrant to Purchase Common Stock	$1.584							06/30/2010	02/07/2014	Common Stock	9,817		9,817	I	See footnote⁽⁶⁾
Warrant to Purchase Common Stock	$1.59							06/30/2010	02/10/2014	Common Stock	692		692	I	See footnote⁽⁵⁾
Warrant to Purchase Common Stock	$3							06/30/2010	08/25/2014	Common Stock	177		177	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Held by DHW Leasing, L.L.C. Mr. Dunham may be deemed to have indirect beneficial ownership over the shares held by such entity based on his beneficial ownership and management thereof.

2. This option was granted under the Company's Amended and Restated Equity Incentive Plan, which meets the requirements of Rule 16b-3.

3. This option became fully vested upon Mr. Dunham's resignation as of May 10, 2011.

4. This option is exercisable for a term of 5 years following Mr. Dunham's resignation.

5. Held by Dunham Capital Management, L.L.C. Mr. Dunham may be deemed to have indirect beneficial ownership over the shares held by such entity based on his beneficial ownership and management thereof.

6. Held by Dunham Equity Management, L.L.C. Mr. Dunham may be deemed to have indirect beneficial ownership over the shares held by such entity based on his beneficial ownership and management thereof.

	/s/ Monica A. Underwood, attorney-in-fact	05/10/2011
	** 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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