SEC Form 4 · accession 0001209191-15-064507
PANERA BREAD CO · PNRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth M Koziol
Officer — Executive Vice President
Period of report
Aug 5, 2015
Accepted (ET)
Aug 7, 2015 · 11:08 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000724606
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Aug 5, 2015 | A | 771 | $0.00 | A | 3,324 | D | |
| Class A Common StockF2 | Aug 5, 2015 | A | 385 | $0.00 | A | 3,709 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF3 | $202.52 | Aug 5, 2015 | A | 1,542 | A | — | Aug 5, 2021 | Class A Common Stock | 1,542 | 1,542 | D |
Explanation of responses
- F1Represents a grant of restricted shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), under the Company's 2005 Long-Term Incentive Program, as amended ("LTIP"), and the Company's 2015 Stock Incentive Plan. These shares vest over a five-year period, with 25% of the original number of shares vesting on the second anniversary of the date of the grant, and an additional 25% of the original number of shares vesting on each of the third, fourth and fifth anniversary of the date of grant.
- F2Represents a grant of restricted shares of Class A Common Stock that the Reporting Person elected to receive under a Choice Award pursuant to the LTIP. These shares vest over a five-year period, with 25% of the original number of shares vesting on the second anniversary of the date of the grant, and an additional 25% of the original number of shares vesting on each of the third, fourth and fifth anniversary of the date of grant.
- F3Represents a grant of a stock settled appreciation right ("SSAR") that the Reporting Person elected to receive under a Choice Award pursuant to the LTIP. This SSAR vests as to 25% of the original number of shares underlying the SSAR on the second anniversary of the date of grant and as to an additional 25% of the original number of shares underlying the SSAR on each of the third, fourth and fifth the second anniversary of the date of grant.