SEC Form 4 · accession 0001209191-16-135448
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 2, 2016
Accepted (ET)
Aug 4, 2016 · 12:04 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 2, 2016 | A | 3,038 | $0.00 | A | 72,486 | D | |
| Class A Common StockF4 | Aug 2, 2016 | A | 3,038 | $0.00 | A | 75,524 | D | |
| Class B Common StockF1 | holding | — | — | — | 651,802 | D | ||
| Class B Common StockF1,F2 | holding | — | — | — | 512,794 | I | By Trusts |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the June 27, 2016 transfer of 181,443 shares from the Reporting Person to the Ronald M. Shaich 2016 Qualified Annuity Trust, a grantor retained annuity trust of which the Reporting Person is a trustee, and the June 27, 2016 transfer of 178,585 shares from the Ronald M. Shaich 2015 Qualified Annuity Trust, a trust of which the Reporting Person is a trustee, to the Reporting Person. These transfers are exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934; and each transfer represents a change in the form of beneficial ownership with no change in pecuniary interest.
- F2Consists of 181,443 shares held by Ronald M. Shaich 2016 Qualified Annuity Trust, 269,154 shares held by Ronald M. Shaich 2015 Qualified Annuity Trust, 15,107 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. 25% of the original number of shares will vest on August 15, 2018, and an additional 25% of the original number of shares will vest on August 15, 2019, August 15, 2020 and August 15, 2021.
- 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. 25% of the original number of shares will vest on August 15, 2018, and an additional 25% of the original number of shares will vest on August 15, 2019, August 15, 2020 and August 15, 2021.