SEC Form 4 · accession 0001209191-17-045559

PANERA BREAD CO · PNRA

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

Reporting owner

Officer — Chairman and CEO · Director · 10% Owner

Period of report

Jul 18, 2017

Accepted (ET)

Jul 18, 2017 · 5:48 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	D/I	Nature of ownership
Class A Common Stock^F1	Jul 18, 2017	D	75,524	$315.00	D	D
Class B Common Stock^F1	Jul 18, 2017	D	167,899	$315.00	D	D
Class B Common Stock^F1,F2	Jul 18, 2017	D	797,501	$315.00	D	I	Refer to Footnote

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Appreciation Right^F3	$166.19	Jul 18, 2017	D	10,830	D	—	Jul 30, 2019	Class A Common Stock	10,830	0	D
Stock Appreciation Right^F3	$161.54	Jul 18, 2017	D	13,790	D	—	Feb 26, 2021	Class A Common Stock	13,790	0	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").
F2269,154 shares held by Ronald M. Shaich 2015 Qualified Annuity Trust, a grantor retained annuity trust of which Mr. Shaich is a trustee, 181,443 shares held by Ronald M. Shaich 2016 Qualified Annuity Trust, a grantor retained annuity trust of which Mr. Shaich is a trustee, 299,814 shares held by Ronald M. Shaich 2016 Qualified Annuity Trust #2, a grantor retained annuity trust of which Mr. Shaich is a trustee and 47,090 shares held by SGC Trust LLC, which is owned by Shaich Grandchildren's Trust, of which Mr. Shaich is investment trustee and exercises investment and voting control.
F3Pursuant to the Merger Agreement, 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.