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) 12/31/2013 | ||||||||||||||||||||||||||
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 | 12/31/2013 | J(1) | 61,014 | A | $0 | 3,606,873 | I | By Concept Development Partners LLC(2) |
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) | $2.02 | 05/10/2014 | 05/10/2023 | Common Stock | 4,950 | 4,950 | D | ||||||||
Stock Option (right to buy) | $2.21 | 05/10/2013 | 05/10/2022 | Common Stock | 4,525 | 4,525 | D | ||||||||
Stock Option (right to buy) | $3.55 | 06/14/2012 | 06/14/2021 | Common Stock | 3,000 | 3,000 | D | ||||||||
Series A Convertible Preferred Stock | (3) | 05/10/2011 | (4) | Common Stock | 6,000,000 | 3,000,000 | I | By Concept Development Partners LLC(2) |
Explanation of Responses: |
1. On December 31, 2013, the Issuer paid a quarterly dividend in the form of 50% cash and 50% common stock on its outstanding Series A Convertible Preferred Stock ("Preferred Stock"), resulting in the issuance of 61,014 shares of common stock to Concept Development Partners LLC, the sole holder of the Issuer's Preferred Stock. |
2. The reporting person has an indirect pecuniary interest in the shares reported herein. |
3. Each share of the Preferred Stock is convertible into two shares of common stock. |
4. The Preferred Stock may be converted into common stock of the Issuer at any time prior to December 31, 2014. The Preferred Stock will automatically convert to common stock of the Issuer on the first business day on or after December 31, 2014, on which the average of the closing sale prices of the Issuer's common stock on the OTCQB (or other principal exchange or market on which the common stock is then traded) for the trading days within the 90 calendar day period ending on the date prior to such first business day is greater than $4.00 per share (as adjusted for stock splits, distributions or other combinations). |
/s/ Monica A. Underwood, attorney-in-fact | 12/31/2013 | |
** 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. |