4 1 geer4.htm

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

Form 4

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OMB Number: 3235-0287

Expires: December 31, 2001

Estimated average burden

hours per response..0.5

¨ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

1 .Name and Address of Reporting Person

2. Issuer Name and Ticker or Trading Symbol - Geerlings & Wade, Inc. (GEER)

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

______Director __X__10% Owner

______Officer (give ______Other (specify title below) below)

____________________________

(Last) (First) (Middle)

Palo Alto Investors, LLC

3. IRS Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for
Month/Year

January 2001

(Street)

470 University Avenue

5. If Amendment,
Date of Original
(Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)
___Form filed by One Reporting Person
__X_ Form filed by More than One Reporting Person

See Note 1.

(City) (State) (Zip)

Palo Alto CA 94301

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 4)

2. Trans-
action
Date

(Month/
Day/
Year)

3. Trans-
Action
Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 AND 5)

5. Amount of
Securities
Beneficially
Owned at
End of Month

(Instr. 3 and 4)

6. Owner-
ship
Form:
Direct
(D) or
Indirect
(I)

(Instr. 4)

4. Nature of Indirect Beneficial Ownership

(Instr. 4)

Code

Amount

(A) or

(D)

Price

Common Stock

01/08/2001

9,100

1.875

720,800

See Notes (2) and (3)

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).

Persons who respond to the collection of information contained (Over)
in this form are not required to respond unless the form displays SEC 1474 (3-00)

a currently valid OMB control number.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of
Derivative Security
(Instr. 4)

2. Conver-
sion or
Exercise
Price of
Deri-
vative
Security

3. Trans-
action
Date

(Month/
Day/
Year)

4. Trans-
action
Code
(Instr. 8)

5. Number of Deriv-
ative Securities Ac-
quired (A) or Dis-
posed of (D)
(Instr. 3, 4, and 5)

6. Date Exer-
cisable and
Expiration
Date
(Month/Day/
Year).

7. Title and Amount of Securities
Underlying
Derivative Security
(Inst. 4)

8. Price
of
Deriv-
ative
Secur-
ity
(Instr.
5)

9. Number
of deriv-
ative
Secur-
ities
Bene-
ficially
Owned
at End
of
Month
(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct
(D) or
Indirect
(I)
(Instr. 4)

11. Nature of Indirect
Beneficial Ownership
(Instr. 5)

Code

(A)

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Explanation of Responses:

(1) The reporting persons consist of (i) Palo Alto Investors, LLC, an investment adviser registered with the Securities and Exchange Commission that serves as the general partner of and investment adviser to investment limited partnerships and as investment adviser to other clients; (ii) Palo Alto Investors, the manager of Palo Alto Investors, LLC; and (iii) William L. Edwards, President and principal member of Palo Alto Investors, LLC and President and controlling shareholder of Palo Alto Investors. The reporting persons constitute a group within the meaning of Rule 13d-5(b)(1) and Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended.

(2) These securities are owned by an investment advisory client of Palo Alto Investors, LLC or by an investment limited partnership of which Palo Alto Investors, LLC is the general partner.

(3) Each reporting person disclaims beneficial ownership of the securities with respect to which indirect beneficial ownership is reported except to the extent of such reporting person's pro rata pecuniary interest therein.

PALO ALTO INVESTORS, LLC

By: Palo Alto Investors, Manager

By: /s/ William Leland Edwards February 9, 2001

President

**Signature of Reporting Person Date

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

JOINT FILER INFORMATION

Name: William Leland Edwards

470 University Avenue

Palo Alto, CA 94301

Designated Filer: Palo Alto Investors, LLC

Issuer & Ticker Symbol: Geerlings & Wade, Inc. (GEER)

Statement for Month/Year: January 2001

Signature: /s/ William Leland Edwards