SEC Form 4 · accession 0001209191-15-064573
PANERA BREAD CO · PNRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald M Shaich
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Aug 5, 2015
Accepted (ET)
Aug 7, 2015 · 12:39 pm 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 StockF3 | Aug 5, 2015 | A | 3,143 | $0.00 | A | 106,305 | D | |
| Class A Common StockF4 | Aug 5, 2015 | A | 3,143 | $0.00 | A | 109,448 | D | |
| Class B Common StockF1 | holding | — | — | — | 648,315 | D | ||
| Class B Common StockF1,F2 | holding | — | — | — | 516,281 | I | By Trusts |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the June 25, 2015 transfer of 447,739 shares from the Reporting Person to the Ronald M. Shaich 2015 Qualified Annuity Trust, a grantor retained annuity trust of which Mr. Shaich is a trustee. This transfer is exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 and represents a change in the form of beneficial ownership with no change in pecuniary interest.
- F2Consists of 447,739 shares held by Ronald M. Shaich 2015 Qualified Annuity Trust, 21,452 shares held by Ronald M. Shaich 2011 Qualified Annuity Trust, a grantor retained annuity trust of which Mr. Shaich is a trustee and 47,090 shares held by SGC Trust LLC, owned by Shaich Grandchildren's Trust of which Mr. Shaich is an investment trustee.
- F3Represents 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.
- F4Represents 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.