UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D
	(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a).

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

*Represents 1,265,820 shares purchasable pursuant to the conversion of 20,000 shares of Series A Convertible Preferred Stock, 632,908 shares purchasable pursuant to the exercise of Common Stock Warrants, and 101,248 shares received as a result of stock dividends from Issuer as follows:  25,312 shares of Common Stock on 06/30/03; 25,312 shares of Common Stock on 09/30/03; 25,312 shares of Common Stock on 12/31/03; and 25,312 shares of Common Stock on 03/31/04.

 

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Bluestem Capital Partners III Limited Partnership (the “Reporting Person”) hereby amends its statement on Schedule 13D (the “Schedule 13D”) originally filed with the SEC on October 22, 2002, as amended on November 4, 2002 and December 2, 2002, with respect to its beneficial ownership of shares of Common Stock, par value $.01 per share (“Common Stock”) of Granite City Food & Brewery Ltd., a Minnesota corporation (the “Issuer”).  Item 5 of the Schedule 13D is hereby amended and restated.

 

Item 1.	Security and Issuer
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
Item 5.	Interest in Securities of the Issuer
(a)                                      Bluestem Capital Partners III Limited Partnership beneficially owns 32.2% of the Common Stock of the Issuer, or 1,999,976 shares of Common Stock, which consists of  i) 1,265,820 shares purchasable pursuant to conversion of Series A Convertible Preferred Stock; ii) 632,908 shares purchasable pursuant to the exercise of Common Stock Warrants, and iii) 101,248 Common Stock shares received as a result of stock dividends from Issuer as follows:  25,312 shares of Common Stock on 06/30/03; 25,312 shares of Common Stock on 09/30/03; 25,312 shares of Common Stock on 12/31/03; and 25,312 shares of Common Stock on 03/31/04.
(b)                                     Bluestem Capital Partners III Limited Partnership has the sole power to vote and dispose of all of its shares.
(c)                                      Not applicable.
(d)                                     The Reporting Person knows of no person who has the right to receive or the power to direct the receipt of dividends form or the proceeds from the sale of the shares reported herein.
(e)                                      Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7.	Material to Be Filed as Exhibits

 

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	Bluestem Capital Partners III Limited Partnership
	By:  Bluestem Capital Company III, L.L.C.
	Its General Partner
	/s/  Sandy Horst
	By: Sandy Horst
	Its: Authorized Officer
	Dated:	August 6, 2004

 

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Exhibits to Form 13 D

 

Exhibit A:		Subscription Agreement between Granite City Food & Brewery Ltd. and Bluestem Capital Partners III Limited Partnership dated July 25, 2002*.
Exhibit B:		Authorization Resolution of Bluestem Capital Partners III Limited Partnership*.
Exhibit C:		Voting Agreement by and between Brewing Ventures LLC and Brew Buddies, L.L.C. dated October 1, 2002*.
Exhibit D:		Subscription Agreement between Granite City Food & Brewery Ltd. and Bluestem Capital Partners III Limited Partnership executed November 25, 2002*.

 

*Previously filed

 

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