-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hm8vr2CCT3azu5SyqEERimwYWN3wuqYYCG3/76eI6AAhbXJAsn3LHjhvczWTkUSS N7KswFoEb2kXBYttJSEwcA== 0000935836-02-000452.txt : 20021231 0000935836-02-000452.hdr.sgml : 20021231 20021231140257 ACCESSION NUMBER: 0000935836-02-000452 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021230 FILED AS OF DATE: 20021231 REPORTING-OWNER: COMPANY DATA: COMPANY CONFORMED NAME: PALO ALTO INVESTORS CENTRAL INDEX KEY: 0001012084 RELATIONSHIP: OWNER FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: 431 FLORENCE ST STREET 2: STE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 MAIL ADDRESS: STREET 1: 431 FLORENCE ST STREET 2: STE 200 CITY: PALO ALTO STATE: CA ZIP: 94301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEERLINGS & WADE INC CENTRAL INDEX KEY: 0000922810 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 042935863 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24048 FILM NUMBER: 02873584 BUSINESS ADDRESS: STREET 1: 960 TURNPIKE ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 6178214152 MAIL ADDRESS: STREET 1: 960 TURNPIKE ST CITY: CANTON STATE: MA ZIP: 02021 4 1 palo4.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(h) of the Investment Company Act of 1940

 

 

Form 4

OMB APPROVAL

OMB Number: 3235-0287

Expires: January 31, 2005

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*

Palo Alto Investors, LLC

(See Note 1)

2. Issuer Name and Ticker or Trading Symbol

Geerlings & Wade, Inc. (GEER)

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

______Director _XX_10% Owner

______Officer (give ______Other (specify title below) below)

____________________________

(Last) (First) (Middle)

470 University Avenue

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

4. Statement for
Month/Day/Year

December 27, 2002

(Street)

Palo Alto, CA 94301

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

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

(City) (State) (Zip)

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 Following Reported Transaction(s)

(Instr. 3 and 4)

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

(Instr. 4)

7. Nature of Indirect Beneficial Ownership



(Instr. 4)

Code

V

Amount

(A) or

(D)

Price

Common Stock

12/27/02

P

11,000

A

$0.78

374,870

I

See Note 2

Common Stock

12/27/02

P

114,200

A

$0.78

471,100

D and I

See Note 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 Acquired (A) or Disposed 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

 

V

 

(A)

 

(D)

Date
Exer-
cisable

Expira-
tion
Date

Title

Amount or
Number of
Shares

Explanation of Responses:

1. The reporting persons consist of William Leland Edwards, Palo Alto Investors, LLC, a California limited liability company ("PAI LLC"), Palo Alto Investors, a California corporation ("PAI Corp") and Micro Cap Partners, L.P., a Delaware limited partnership ("Micro Cap"), of which PAI LLC is the investment adviser and general partner. The sole manager of PAI LLC is PAI Corp. Mr. Edwards is the President and principal member of PAI LLC and the President and controlling shareholder of PAI Corp. PAI LLC is an investment adviser registered with the Securities and Exchange Commission, and is investment adviser to investment limited partnerships of which it is the general partner and to other clients. Mr. Edwards, PAI LLC and PAI Corp are filing this Form 4 jointly as a group. Micro Cap is filing this report jointly with the other reporting persons, but not as a member of a group and expressly disclaims membership in a group. No client account of PAI LLC, other than Micro Cap, owns more than ten percent of t he outstanding stock of the Issuer.

2. These securities are owned indirectly by Mr. Edwards, PAI LLC and PAI Corp. All of such shares are held in client accounts of PAI LLC, and Mr. Edwards, PAI LLC and PAI Corp disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

3. These securities are owned directly by Micro Cap, indirectly by PAI LLC, as Micro Cap's general partner, and indirectly by Mr. Edwards and PAI Corp. through PAI LLC. Mr. Edwards, PAI LLC and PAI Corp disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.

Dated: December 30, 2002

 

William L. Edwards

PALO ALTO INVESTORS, a California corporation

By: William L. Edwards, President

PALO ALTO INVESTORS, LLC, a California limited liability company

By: Palo Alto Investors, a California corporation, Manager

By: William L. Edwards, President

MICRO CAP PARTNERS, L.P.

By: Palo Alto Investors, LLC, a California limited liability company,
General Partner

By: Palo Alto Investors, a California corporation, Manager

By: William L. Edwards, President

 

 

Joint Filer Information

 

Name: Palo Alto Investors, a California corporation

Address: 470 University Avenue, Palo Alto, CA 94301

Designated Filer: Palo Alto Investors, LLC

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

Statement for Month/Day/Year: December 27, 2002

Signature: Palo Alto Investors, a California corporation

By: William L. Edwards, President

Name: William L. Edwards

Address: 470 University Avenue, Palo Alto, CA 94301

Designated Filer: Palo Alto Investors, LLC

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

Statement for Month/Day/Year: December 27, 2002

By: William L. Edwards

Name: Micro Cap Partners, L.P.

Address: 470 University Avenue, Palo Alto, CA 94301

Designated Filer: Palo Alto Investors, LLC

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

Statement for Month/Day/Year: December 27, 2002

Signature: Micro Cap Partners, L.P.

By: Palo Alto Investors, LLC, General Partner

By: Palo Alto Investors, a California corporation, Manager

By: William L. Edwards, President

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

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