SEC Form 4 · accession 0001209191-17-035456
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
May 23, 2017
Accepted (ET)
May 25, 2017 · 4:49 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 B Common StockF1,F2 | Jan 13, 2017 | G | 8,196 | $0.00 | D | 797,501 | I | By Trusts |
| Class B Common StockF4 | May 23, 2017 | C | 191,000 | $0.00 | D | 167,899 | D | |
| Class A Common Stock | May 23, 2017 | C | 191,000 | $0.00 | A | 266,524 | D | |
| Class A Common Stock | May 24, 2017 | G | 191,000 | $0.00 | D | 75,524 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Upon termination of the Ronald M. Shaich 2011 Qualified Annuity Trust, a grantor retained annuity trust of which the Reporting Person was a trustee, 8,196 shares were transferred on January 13, 2017 to the Shaich Education Trust, a trust of which the Reporting Person is not a trustee. Also reflects the January 13, 2017 transfer of 6,911 shares from the Ronald M. Shaich 2011 Qualified Annuity Trust to the Reporting Person and the November 11, 2016 transfer of 299,814 shares from the Reporting Person to the Ronald M. Shaich 2016 Qualified Annuity Trust #2, a grantor retained annuity trust of which the Reporting Person is a trustee. The transfers described in the immediately preceding sentence 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 299,814 shares held by Ronald M. Shaich 2016 Qualified Annuity Trust #2, 181,443 shares held by Ronald M. Shaich 2016 Qualified Annuity Trust, 269,154 shares held by Ronald M. Shaich 2015 Qualified Annuity Trust and 47,090 shares held by SGC Trust LLC, owned by Shaich Grandchildren's Trust of which Mr. Shaich is an investment trustee.
- F3Represents the conversion of Class B Common Stock into Class A Common Stock.
- F4Reflects the January 13, 2017 transfer of 6,911 shares from the Ronald M. Shaich 2011 Qualified Annuity Trust to the Reporting Person and the November 11, 2016 transfer of 299,814 shares from the Reporting Person to the Ronald M. Shaich 2016 Qualified Annuity Trust #2, a trust of which the Reporting Person is a trustee. 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.