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^*

PEW ARTHUR E III

(Last)

(First)

(Middle)

2515 MANITOU ISLAND

(Street)

WHITE BEAR LAKE

55110

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2004

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	08/18/2004		M		5,000	A	$1.25	20,000	D
Common Stock								1,662,500	I	See footnote⁽¹⁾
Units⁽²⁾								104,045.13	D
Units⁽²⁾								107.3	I	By spouse
Units⁽²⁾								214.59	I	By trusts
Units⁽²⁾								214.59	I	By trusts

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)⁽³⁾	$4.25	08/18/2004		A		15,000		08/18/2005	08/18/2009	Common Stock	15,000	$0	15,000	D
Stock Option (right to buy)	$1.25	08/18/2004		M			5,000	08/18/2000	08/18/2004	Common Stock	5,000	$0	0	D

Explanation of Responses:

1. Brewing Ventures LLC, a Minnesota limited liability company, is the direct owner of 1,662,500 shares of Common Stock. William E. Burdick, Steven J. Wagenheim, Mitchel I. Wachman and Arthur E. Pew III are members of Brewing Ventures LLC and collectively own 87% of its membership interests. As such, they may be deemed to be the indirect beneficial owners of such securities.

2. Each unit consists of one share of Common Stock and one redeemable Class A Warrant. Each Class A Warrant may be transferred separately from the Common Stock. Each Class A Warrant entitles the holder to purchase, at any time until June 6, 2005, one share of Common Stock at an exercise price of $4.66 per share, subject to adjustment.

3. Automatic option granted pursuant to the Company's 1997 Director Stock Option Plan, which meets the requirements of Rule 16b-3.

	/s/ Monica A. Underwood - attorney in fact	08/20/2004
	** 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.
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