ROCK BOTTOM RESTAURANTS INC
SC 13G/A, 1998-02-11
EATING PLACES
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                 SCHEDULE 13G


                   Under the Securities Exchange Act of 1934



                              (Amendment No. 3)/1/


                         ROCK BOTTOM RESTAURANTS, INC.
                               (Name of Issuer)


                    COMMON STOCK, PAR VALUE $.01 PER SHARE
                        (Title of Class of Securities)



                                  771833 10 0
                                (CUSIP Number)



      Check the following box if a fee is being paid with this statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

- -----------------

/1/    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 the disclosures provided in a prior cover page.

      The information required in 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).




                             Page 1 of 6 Pages

<PAGE>


ROCK BOTTOM RESTAURANTS, INC.                               SCHEDULE 13G
CUSIP NO.  771833 10 0
- ------------------------------------------------------------------------------



(1)   Name of Reporting Person; S.S. or I.R.S. Identification No.

      ROBERT D. GREENLEE


(2)   Check the Appropriate Box if a Member           (a)  [ ]
      of a Group (See Instructions)                   (b)  [ ]

      N/A


(3)   SEC Use Only



(4)   Citizenship or Place of Organization

      UNITED STATES



Number of Shares        (5)   Sole Voting Power    519,136
Beneficially Owned
by Each Reporting       (6)   Shared Voting Power    15,000
Person With
                        (7)   Sole Dispositive Power    519,136

                        (8)   Shared Dispositive Power   15,000


(9)   Aggregate Amount Beneficially Owned by Each Reporting Person

      547,636 SHARES


(10)  Check Box if the Aggregate Amount in Row (9)              [ ]
      Excludes Certain Shares (See Instructions)




                             Page 2 of 6 Pages

<PAGE>


ROCK BOTTOM RESTAURANTS, INC.                               SCHEDULE 13G
CUSIP NO.  771833 10 0
- ------------------------------------------------------------------------------



(11) Percent of Class Represented by Amount in Row (9)

      6.7%


(12)  Type of Reporting Person (See Instructions)

      IN




                             Page 3 of 6 Pages

<PAGE>


ROCK BOTTOM RESTAURANTS, INC.                               SCHEDULE 13G
CUSIP NO.  771833 10 0
- ------------------------------------------------------------------------------


Item 1(a).     Name of Issuer:

      ROCK BOTTOM RESTAURANTS, INC.

Item 1(b).     Address of Issuer's Principal Executive Offices:

      248 CENTENNIAL PARKWAY, SUITE 100
      LOUISVILLE, COLORADO 80027

Item 2(a).     Name of Person Filing:

      ROBERT D. GREENLEE

Item 2(b).     Address of Principal Business Office:

      2060 BROADWAY
      BOULDER, COLORADO 80302

Item 2(c).     Citizenship:

      U.S.A.

Item 2(d).     Title of Class of Securities:

      COMMON STOCK, PAR VALUE $0.01 PER SHARE

Item 2(e).     CUSIP Number:

      771833 10 0

Item  3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:

      NOT APPLICABLE.

Item 4.   Ownership

      Amount Beneficially Owned:  547,636 SHARES
      INCLUDES 13,500 SHARES WHICH MR. GREENLEE HAS THE RIGHT TO ACQUIRE WITHIN
      60 DAYS ON EXERCISE OF STOCK OPTIONS AND 15,000 SHARES OWNED BY
      THE GREENLEE FAMILY FOUNDATION, OF WHICH MR. AND MRS. GREENLEE ARE
      CO-TRUSTEES.

      Percent of Class:  6.7%


                             Page 4 of 6 Pages

<PAGE>


ROCK BOTTOM RESTAURANTS, INC.                               SCHEDULE 13G
CUSIP NO.  771833 10 0
- ------------------------------------------------------------------------------


      Number of shares as to which such person has:

         (i)   sole power to vote or to direct the vote:  519,136

        (ii)   shared power to vote or to direct the vote:  15,000

        (iii)  sole power to dispose or to direct the disposition of:  519,136

        (iv)   shared power to dispose or to direct the disposition of:  15,000

Item 5.        Ownership of Five Percent or Less of a Class:

               NOT APPLICABLE.

Item 6.        Ownership of More than Five Percent on Behalf of Another Person:

               NOT APPLICABLE.

Item 7.        Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on By the Parent Holding
               Company:

               NOT APPLICABLE.

Item 8.        Identification and Classification of Members of the Group:

               NOT APPLICABLE.

Item 9.        Notice of Dissolution of Group:

               NOT APPLICABLE.

Item 10.       Certification:

               NOT APPLICABLE.



                             Page 5 of 6 Pages

<PAGE>


ROCK BOTTOM RESTAURANTS, INC.                               SCHEDULE 13G
CUSIP NO.  771833 10 0
- ------------------------------------------------------------------------------


                                   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.

Dated: February 9, 1998


                                           /S/ ROBERT D. GREENLEE
                                       ------------------------------------
                                       Signature

                                       Robert D. Greenlee



                             Page 6 of 6 Pages



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