SEC Form 4 · accession 0001209191-17-045535

PANERA BREAD CO · PNRA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Jul 18, 2017

Accepted (ET)

Jul 18, 2017 · 5:21 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 Stock^F1	Jul 18, 2017	D	13,112	$315.00	D	0	D
Class B Common Stock^F1,F2	Jul 18, 2017	D	202,380	$315.00	D	0	I	By Trusts.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F3	$139.17	Jul 18, 2017	D	687	D	—	Dec 28, 2017	Class A Common Stock	687	D
Stock Option (right to buy)^F3	$156.30	Jul 18, 2017	D	612	D	—	Dec 26, 2018	Class A Common Stock	612	D
Stock Option (right to buy)^F3	$176.07	Jul 18, 2017	D	543	D	—	Jan 2, 2020	Class A Common Stock	543	D
Stock Option (right to buy)^F3	$174.80	Jul 18, 2017	D	549	D	—	Dec 31, 2020	Class A Common Stock	549	D
Stock Option (right to buy)^F3	$195.18	Jul 18, 2017	D	652	D	—	Dec 30, 2021	Class A Common Stock	652	D
Stock Option (right to buy)^F3	$208.06	Jul 18, 2017	D	612	D	—	Dec 28, 2022	Class A Common Stock	612	D

F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 4, 2017, by and among Panera Bread Company, Rye Parent Corp., Rye Merger Sub, Inc. and JAB Holdings B.V. (the "Merger Agreement") in exchange for $315 per share in cash, without interest, less any applicable withholding taxes (the "Merger Consideration").
F2Consists of (a) 147,094 shares of Class B Common Stock held by the Ronald M. Shaich Qualified Annuity Interest Trust, of which Mr. Colasacco is a trustee, (b) 47,090 shares of Class B Common Stock held by the SGC Trust LLC, of which Mr. Colasacco is a manager, which is owned by Shaich Grandchildren's Trust, of which Mr.Colasacco is a trustee, and (c) 8,196 shares of Class B Common Stock held by the Shaich Education Trust, of which Mr. Colasacco is the sole trustee.
F3Pursuant to the Merger Agreement, each outstanding stock option, whether vested or unvested, was cancelled in exchange for a cash payment equal to the product of (i) the excess, if any, of (x) the Merger Consideration over (y) the exercise price per share of such option, and (ii) the number of shares underlying such option.