SEC Form 4 · accession 0001209191-17-045544
PANERA BREAD CO · PNRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth M Koziol
Officer — EVP, Sourcing, Dist. & Mfg.
Period of report
Jul 18, 2017
Accepted (ET)
Jul 18, 2017 · 5:29 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 | 4,562 | $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 Appreciation RightF2 | $186.14 | Jul 18, 2017 | D | 2,625 | D | — | May 20, 2021 | Class A Common Stock | 2,625 | 0 | D |
| Stock Appreciation RightF2 | $186.14 | Jul 18, 2017 | D | 4,700 | D | — | May 20, 2021 | Class A Common Stock | 4,700 | 0 | D |
| Stock Appreciation RightF2 | $202.52 | Jul 18, 2017 | D | 1,542 | D | — | Aug 5, 2021 | Class A Common Stock | 1,542 | 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 Agreeement, each outstanding stock appreciation right, 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 stock appreciation right, and (ii) the number of shares underlying such stock appreciation right.