X0201 4 2003-12-31 0 0000859735 GARDENBURGER INC GBUR 0000909661 FARALLON CAPITAL MANAGEMENT LLC ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245638 DUHAMEL WILLIAM F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANSICO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245637 FRIED RICHARD B C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANSICO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245636 LANDRY MONICA R C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245634 MELLIN WILLIAM F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245633 MILLHAM STEPHEN L C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001250078 SCHRIER DEREK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0000872574 STEYER THOMAS F C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% 0001245635 WEHRLY MARK C C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 SAN FRANCISCO CA 94111 0 0 1 1 Member of Group Owning 10% Common Stock, no par value 0 D Common Stock, no par value 2800 D Common Stock, no par value 900 D Common Stock, no par value 0 D Common Stock, no par value 0 D Common Stock, no par value 0 D Common Stock, no par value 3700 I See footnotes Common Stock, no par value 0 I See footnotes Common Stock, no par value 3700 I See footnotes Series C Convertible Preferred Stock 2002-01-10 Common Stock, no par value 238000 47600 D Series D Convertible Preferred Stock 2002-01-10 Common Stock, no par value 112000 8400 D Common Stock Warrants (right to buy) 0.28 2002-01-10 2012-01-10 Common Stock, no par value 48072 48072 D Series C Convertible Preferred Stock 2002-01-10 Common Stock, no par value 255000 51000 D Series D Convertible Preferred Stock 2002-01-10 Common Stock, no par value 120000 9000 D Common Stock Warrants (right to buy) 0.28 2002-01-10 2012-01-10 Common Stock, no par value 51506 51506 D Series C Convertible Preferred Stock 2002-01-10 Common Stock, no par value 42500 8500 D Series D Convertible Preferred Stock 2002-01-10 Common Stock, no par value 20000 1500 D Common Stock Warrants (right to buy) 0.28 2002-01-10 2012-01-10 Common Stock, no par value 8584 8584 D Series C Convertible Preferred Stock 2002-01-10 Common Stock, no par value 51000 10200 D Series D Convertible Preferred Stock 2002-01-10 Common Stock, no par value 24000 1800 D Common Stock Warrants (right to buy) 0.28 2002-01-10 2012-01-10 Common Stock, no par value 10301 10301 D Series C Convertible Preferred Stock 2002-01-10 Common Stock, no par value 17000 3400 D Series D Convertible Preferred Stock 2002-01-10 Common Stock, no par value 8000 600 D Common Stock Warrants (right to buy) 0.28 2002-01-10 2012-01-10 Common Stock, no par value 3434 3434 D Series C Convertible Preferred Stock 2003-12-31 4 S 0 5100 30.79 D 2002-01-10 Common Stock, no par value 25500 0 D Series D Convertible Preferred Stock 2003-12-31 4 S 0 900 30.79 D 2002-01-10 Common Stock, no par value 12000 0 D Common Stock Warrants (right to buy) 0.28 2003-12-31 4 S 0 5151 0 D 2002-01-10 2012-01-10 Common Stock, no par value 5151 0 D Series C Convertible Preferred Stock 2002-01-10 Common Stock, no par value 603500 120700 I See footnotes Series D Convertible Preferred Stock 2002-01-10 Common Stock, no par value 284000 21300 I See footnotes Common Stock Warrants (right to buy) 0.28 2002-01-10 2012-01-10 Common Stock, no par value 121897 121897 I See footnotes Series C Convertible Preferred Stock 2002-01-10 Common Stock, no par value 221000 44200 I See footnotes Series D Convertible Preferred Stock 2002-01-10 Common Stock, no par value 104000 7800 I See footnotes Common Stock Warrants (right to buy) 0.28 2002-01-10 2012-01-10 Common Stock, no par value 44639 44639 I See footnotes Series C Convertible Preferred Stock 2002-01-10 Common Stock, no par value 824500 164900 I See footnotes Series D Convertible Preferred Stock 2002-01-10 Common Stock, no par value 388000 29100 I See footnotes Common Stock Warrants (right to buy) 0.28 2002-01-10 2012-01-10 Common Stock, no par value 166536 166536 I See footnotes 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. 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. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II"). The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III"). The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum"). The amount of securities shown in this row is owned directly by Farallon Capital (CP) Investors, L.P. ("FCCP"). 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. 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. 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. 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. 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. 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. 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. 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. The Common Stock Warrants are subject to certain anti-dilution provisions as set forth in the Warrant documentation. There is no expiration date. 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. 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. 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 2004-01-05 . 2004-01-05 . 2004-01-05 . 2004-01-05 . 2004-01-05 . 2004-01-05 . 2004-01-05 . 2004-01-05 . 2004-01-05