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^*

FARALLON CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GARDENBURGER INC [ GBUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2003

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

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

	Form filed by One Reporting Person
X	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, no par value								0	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock, no par value								2,800	D⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock, no par value								900	D⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock, no par value								0	D⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock, no par value								0	D⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock, no par value								0	D⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock, no par value								3,700	I	See footnotes⁽¹⁾⁽²⁾⁽⁹⁾⁽¹⁰⁾
Common Stock, no par value								0	I	See footnotes⁽¹⁾⁽²⁾⁽¹¹⁾
Common Stock, no par value								3,700	I	See footnotes⁽¹⁾⁽²⁾⁽¹²⁾

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)
Series C Convertible Preferred Stock⁽¹⁹⁾	⁽¹³⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	238,000⁽¹⁵⁾		47,600	D⁽¹⁾⁽²⁾⁽³⁾
Series D Convertible Preferred Stock⁽²⁰⁾	⁽¹⁴⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	112,000⁽¹⁶⁾		8,400	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock Warrants (right to buy)⁽²¹⁾	$0.28⁽¹⁷⁾							01/10/2002	01/10/2012	Common Stock, no par value	48,072⁽¹⁷⁾		48,072	D⁽¹⁾⁽²⁾⁽³⁾
Series C Convertible Preferred Stock⁽¹⁹⁾	⁽¹³⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	255,000⁽¹⁵⁾		51,000	D⁽¹⁾⁽²⁾⁽⁴⁾
Series D Convertible Preferred Stock⁽²⁰⁾	⁽¹⁴⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	120,000⁽¹⁶⁾		9,000	D⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock Warrants (right to buy)⁽²¹⁾	$0.28⁽¹⁷⁾							01/10/2002	01/10/2012	Common Stock, no par value	51,506⁽¹⁷⁾		51,506	D⁽¹⁾⁽²⁾⁽⁴⁾
Series C Convertible Preferred Stock⁽¹⁹⁾	⁽¹³⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	42,500⁽¹⁵⁾		8,500	D⁽¹⁾⁽²⁾⁽⁵⁾
Series D Convertible Preferred Stock⁽²⁰⁾	⁽¹⁴⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	20,000⁽¹⁶⁾		1,500	D⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock Warrants (right to buy)⁽²¹⁾	$0.28⁽¹⁷⁾							01/10/2002	01/10/2012	Common Stock, no par value	8,584⁽¹⁷⁾		8,584	D⁽¹⁾⁽²⁾⁽⁵⁾
Series C Convertible Preferred Stock⁽¹⁹⁾	⁽¹³⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	51,000⁽¹⁵⁾		10,200	D⁽¹⁾⁽²⁾⁽⁶⁾
Series D Convertible Preferred Stock⁽²⁰⁾	⁽¹⁴⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	24,000⁽¹⁶⁾		1,800	D⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock Warrants (right to buy)⁽²¹⁾	$0.28⁽¹⁷⁾							01/10/2002	01/10/2012	Common Stock, no par value	10,301⁽¹⁷⁾		10,301	D⁽¹⁾⁽²⁾⁽⁶⁾
Series C Convertible Preferred Stock⁽¹⁹⁾	⁽¹³⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	17,000⁽¹⁵⁾		3,400	D⁽¹⁾⁽²⁾⁽⁷⁾
Series D Convertible Preferred Stock⁽²⁰⁾	⁽¹⁴⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	8,000⁽¹⁶⁾		600	D⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock Warrants (right to buy)⁽²¹⁾	$0.28⁽¹⁷⁾							01/10/2002	01/10/2012	Common Stock, no par value	3,434⁽¹⁷⁾		3,434	D⁽¹⁾⁽²⁾⁽⁷⁾
Series C Convertible Preferred Stock⁽¹⁹⁾	⁽¹³⁾	12/31/2003		S			5,100	01/10/2002	⁽¹⁸⁾	Common Stock, no par value	25,500⁽¹⁵⁾	$30.79	0	D⁽¹⁾⁽²⁾⁽⁸⁾
Series D Convertible Preferred Stock⁽²⁰⁾	⁽¹⁴⁾	12/31/2003		S			900	01/10/2002	⁽¹⁸⁾	Common Stock, no par value	12,000⁽¹⁶⁾	$30.79	0	D⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock Warrants (right to buy)⁽²¹⁾	$0.28⁽¹⁷⁾	12/31/2003		S			5,151	01/10/2002	01/10/2012	Common Stock, no par value	5,151⁽¹⁷⁾	$0	0	D⁽¹⁾⁽²⁾⁽⁸⁾
Series C Convertible Preferred Stock⁽¹⁹⁾	⁽¹³⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	603,500⁽¹⁵⁾		120,700	I	See footnotes⁽¹⁾⁽²⁾⁽⁹⁾⁽¹⁰⁾
Series D Convertible Preferred Stock⁽²⁰⁾	⁽¹⁴⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	284,000⁽¹⁶⁾		21,300	I	See footnotes⁽¹⁾⁽²⁾⁽⁹⁾⁽¹⁰⁾
Common Stock Warrants (right to buy)⁽²¹⁾	$0.28⁽¹⁷⁾							01/10/2002	01/10/2012	Common Stock, no par value	121,897⁽¹⁷⁾		121,897	I	See footnotes⁽¹⁾⁽²⁾⁽⁹⁾⁽¹⁰⁾
Series C Convertible Preferred Stock⁽¹⁹⁾	⁽¹³⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	221,000⁽¹⁵⁾		44,200	I	See footnotes⁽¹⁾⁽²⁾⁽¹¹⁾
Series D Convertible Preferred Stock⁽²⁰⁾	⁽¹⁴⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	104,000⁽¹⁶⁾		7,800	I	See footnotes⁽¹⁾⁽²⁾⁽¹¹⁾
Common Stock Warrants (right to buy)⁽²¹⁾	$0.28⁽¹⁷⁾							01/10/2002	01/10/2012	Common Stock, no par value	44,639⁽¹⁷⁾		44,639	I	See footnotes⁽¹⁾⁽²⁾⁽¹¹⁾
Series C Convertible Preferred Stock⁽¹⁹⁾	⁽¹³⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	824,500⁽¹⁵⁾		164,900	I	See footnotes⁽¹⁾⁽²⁾⁽¹²⁾
Series D Convertible Preferred Stock⁽²⁰⁾	⁽¹⁴⁾							01/10/2002	⁽¹⁸⁾	Common Stock, no par value	388,000⁽¹⁶⁾		29,100	I	See footnotes⁽¹⁾⁽²⁾⁽¹²⁾
Common Stock Warrants (right to buy)⁽²¹⁾	$0.28⁽¹⁷⁾							01/10/2002	01/10/2012	Common Stock, no par value	166,536⁽¹⁷⁾		166,536	I	See footnotes⁽¹⁾⁽²⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

FARALLON CAPITAL MANAGEMENT LLC

(Last)

(First)

(Middle)

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

DUHAMEL WILLIAM F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANSICO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

FRIED RICHARD B

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANSICO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

LANDRY MONICA R

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

MELLIN WILLIAM F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

MILLHAM STEPHEN L

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

SCHRIER DEREK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

STEYER THOMAS F

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

1. Name and Address of Reporting Person^*

WEHRLY MARK C

(Last)

(First)

(Middle)

C/O FARALLON CAPITAL MANAGEMENT, L.L.C.

ONE MARITIME PLAZA, SUITE 1325

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of Group Owning 10%

Explanation of Responses:

1. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individuals are members of such group.

2. Since the number of reporting persons that may be listed on a Form 4 is limited, the entities listed in footnotes (3) through (9) of this Form 4 and David I. Cohen, Chun R. Ding and Joseph F. Downes, each as listed in footnote (12) of this Form 4, are filing a separate Form 4 on the same date as the filing of this Form 4 as reporting persons with respect to the transactions described in this Form 4 relating to such entities and individuals. Information regarding these entities and individuals is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in such other Form 4.

3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP").

4. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").

5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").

6. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III").

7. The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum").

8. The amount of securities shown in this row is owned directly by Farallon Capital (CP) Investors, L.P. ("FCCP").

9. The amount of securities shown in this row is owned directly by FCP, FCIP, FCIP II, FCIP III, Tinicum and FCCP (collectively, the "Partnerships"). As the general partner to each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships.

10. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.

11. The amount of securities shown in this row is owned directly by a discretionary account (the "Managed Account") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). FCMLLC, as the registered investment adviser to such discretionary account, may be deemed to be the beneficial owner of the Issuer's securities held by such discretionary account. FCMLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise.

12. The amount of securities shown in this row is owned directly by either the Partnerships or the Managed Account. Each of David I. Cohen, Chun R. Ding, Joseph F. Downes, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or a senior managing member of FPLLC and FCMLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships as referenced in footnotes (3) through (8) of this Form 4 and by the Managed Account as referenced in footnote (11) of this Form 4. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16(a)-1(a) under the '34 Act or otherwise.

13. There is no exercise price payable upon the conversion of the Series C Convertible Preferred Stock of the Issuer. Each Series C Convertible Preferred Share is convertible into five Common Shares.

14. There is no exercise price payable upon the conversion of the Series D Convertible Preferred Stock of the Issuer. Each Series D Convertible Preferred Share is convertible into 13.333333 Common Shares.

15. The conversion price and conversion ratio are subject to adjustment as provided in Determination of Terms of Series C Convertible Preferred Stock of the Issuer.

16. The conversion price and conversion ratio are subject to adjustment as provided in Determination of Terms of Series D Convertible Preferred Stock of the Issuer.

17. The Common Stock Warrants are subject to certain anti-dilution provisions as set forth in the Warrant documentation.

18. There is no expiration date.

19. See Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on January 17, 2002 for a further discussion of this security. See the Form 8-K filed by the Issuer on January 17, 2002 for the complete text of the Determination of Terms of Series C Convertible Preferred Stock.

20. See Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on January 17, 2002 for a further discussion of this security. See the Form 8-K filed by the Issuer on January 17, 2002 for the complete text of the Determination of Terms of Series D Convertible Preferred Stock.

21. See Amendment No. 2 to the Schedule 13D filed by certain of the Reporting Persons on January 17, 2002 for a further discussion of this security. See the Form 8-K filed by the Issuer on January 17, 2002 for the complete text of the form of Warrant.

	/s/ Mark C. Wehrly, on his own behalf and as attorney-in-fact and/or authorized signer for each of FCMLLC, William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Derek C. Schrier and Thomas F. Steyer	01/05/2004
	.	01/05/2004
	.	01/05/2004
	.	01/05/2004
	.	01/05/2004
	.	01/05/2004
	.	01/05/2004
	.	01/05/2004
	.	01/05/2004
	** 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).
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