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)

 

(AMENDMENT NO. 4)

 

Granite City Food & Brewery Ltd.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

38724Q 10 7

(CUSIP Number)

Sandy Horst

122 S. Phillips Avenue, Suite 300

Sioux Falls, SD 57104

(605)331-0091

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 7, 2004

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),  check the following box   o

 

NOTE:  Schedules filed in paper format shall include the signed original and five copies of the Schedule, , including all exhibits.   See Rule 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).

 

 

 

 

                            Brew Buddies, L.L.C. (the “Reporting Person”) hereby amends its statement on Schedule 13D (the “Schedule 13D”) originally filed with the SEC on November 1, 2002, as amended on August 9, 2004, September 22, 2004 and November 19, 2004, with respect to its beneficial ownership of shares of Common Stock, par value $0.01 per share (“Common Stock”), of Granite City Food & Brewery Ltd., a Minnesota corporation (the “Issuer”).  Item 5 of the Schedule 13D are hereby amended and restated.

 

ITEM 5.              INTEREST IN SECURITIES OF THE ISSUER.

 

                            (a)               The Reporting Person beneficially owns 0.05% of the Common Stock of the Issuer, or 5,303 shares.

 

                            (b)               The Reporting Person has the sole power to vote and dispose of its shares.  The Reporting Person’s power to vote is vested in its Managing Member, Brew Master, L.L.C., 122 S. Phillips Avenue, Suite 300, Sioux Falls, SD 57104, a company engaged in the business of management.

 

                            (c)               The 20,500 shares of Series A Preferred Stock previously owned by Reporting Person were automatically converted into 1,297,468 shares of Common Stock on November 4, 2004.  On November 9, 2004, the Reporting Person exercised warrants to purchase Common Stock at $1.58 per shares on a cashless exercise basis and was issued 424,005 shares of Common Stock, as well as cash payment of $8.75 for fractional shares.  On December 7, 2004, the Reporting Person distributed 1,721,473 shares of Common Stock to its members in a pro rata distribution, with Reporting Person retaining 5,303 shares of Common Stock.

 

                            (d)               The Reporting Person knows of no person who has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares reported herein.

 

                            (e)               Not applicable.

 

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.

 

	Brew Buddies, L.L.C.
		By: Brew Master, L.L.C.
		Its Managing Member
		/s/ Sandy Horst
		By: Sandy Horst
		Its: Secretary
		Dated: December 9, 2004