SEC Form 4 · accession 0001209191-17-045539
PANERA BREAD CO · PNRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James D White
Director
Period of report
Jul 18, 2017
Accepted (ET)
Jul 18, 2017 · 5:26 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 StockF1 | Jul 18, 2017 | D | 140 | $315.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $208.06 | Jul 18, 2017 | D | 560 | D | — | Dec 28, 2022 | Class A Common Stock | 560 | 0 | D |
Explanation of responses
- 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").
- F2Pursuant 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.