-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HeGsAGQaYqj7v1Gl0EsomkvzxQAJ70ISGlwCOYdAs57WgtkR1XqZwurk19T4NUzy LqdZGytDlV8O2bqlkTVu8Q== 0000950138-05-000169.txt : 20050214 0000950138-05-000169.hdr.sgml : 20050214 20050214172810 ACCESSION NUMBER: 0000950138-05-000169 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANERA BREAD CO CENTRAL INDEX KEY: 0000724606 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042723701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42571 FILM NUMBER: 05612887 BUSINESS ADDRESS: STREET 1: 6710 CLAYTON RD CITY: RICHMOND HEIGHTS STATE: MO ZIP: 63117 BUSINESS PHONE: 3146337100 MAIL ADDRESS: STREET 1: 6710 CLAYTON RD CITY: RICHMOND HEIGHTS STATE: MO ZIP: 63117 FORMER COMPANY: FORMER CONFORMED NAME: AU BON PAIN CO INC DATE OF NAME CHANGE: 19940201 FORMER COMPANY: FORMER CONFORMED NAME: AU BON PAIN COMPANY INC DATE OF NAME CHANGE: 19920501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SHAICH RONALD M CENTRAL INDEX KEY: 0001034193 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6710 CLAYTON ROAD CITY: RICHMOND HEIGHTS STATE: MO ZIP: 63117 BUSINESS PHONE: 3146337150 MAIL ADDRESS: STREET 1: C/O AU BON PAIN CO INC STREET 2: 19 FID KENNEDY AVE CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: SCHAICH RONALD M DATE OF NAME CHANGE: 19970219 SC 13G/A 1 sch13g_021405.htm AMEND. NO. 8 Panera Bread Company Schedule 13G/A - R. Shaich
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 8)*


  Panera Bread Company
  
  (Name of Issuer)  


  Class A Common Stock/Class B Common Stock
  
  (Title of Class of Securities)  


  05010 3100/ 05010 3209
  
  (CUSIP Number)  


  December 31, 2004
  
  (Date of Event Which Requires Filing of this Statement)  

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]
[X]
[   ] 		Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)




*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 05010 3100/ 0510 3209 SCHEDULE 13G Page 2 of 7


1.

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ronald M. Shaich

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  a.  [   ]
  b.  [   ]

3.

SEC USE ONLY



4.

CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America


  5. SOLE VOTING POWER
     NUMBER OF
     SHARES
     BENEFICIALLY
     OWNED BY
     EACH
     REPORTING
     PERSON
     WITH 		  1,874,015 (1)
   
6. SHARED VOTING POWER
  170,891 (2)
   
7. SOLE DISPOSITIVE POWER
  1,874,015 (1)
   
8. SHARED DISPOSITIVE POWER
  170,891 (2)

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,044,906, consisting of the shares described in notes (1) and (2)


10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

      [   ]

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.6% of the Class A Common Stock and 93.8% of the Class B Common Stock (3)

12.

TYPE OF REPORTING PERSON*
IN


*   SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 05010 3100/ 0510 3209 SCHEDULE 13G Page 3 of 7


Notes:
(1) Consists of (a) 300,000 shares of Class A Common Stock, (b) options to purchase 273,660 shares of Class A Common Stock and (c) 1,300,355 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock.

(2) Consists of (a) 58,391 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock, held in a grantor retained annuity trust, of which Mr. Shaich is one of two trustees, and (b) 112,500 shares of Class A Common Stock, held in a charitable foundation. Mr. Shaich disclaims beneficial ownership of all such shares except to the extent of his direct pecuniary interest.

(3) Due to the fact that each share of Class A Common Stock is entitled to one vote on all matters submitted to stockholders and each share of Class B Common Stock is entitled to three votes on all such matters, equity percentage is not equivalent to voting power.

Item 1.
(a) Name of Issuer:

Panera Bread Company

(b) Address of Issuer's Principal Executive Offices:

6710 Clayton Road
Richmond Heights, Missouri 63117

Item 2.
(a) Name of Person Filing:

Ronald M. Shaich

(b) Address of Principal Business Office or, if None, Residence:

c/o Panera Bread Company
6710 Clayton Road
Richmond Heights, Missouri 63117

(c) Citizenship:

United States of America

(d) Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share
Class B Common Stock, par value $0.0001 per share

(e) CUSIP Number:

05010 3100/ 05010 3209

CUSIP No. 05010 3100/ 0510 3209 SCHEDULE 13G Page 4 of 7


Item 3.   If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

[   ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);


(b)

[   ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

[   ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

[   ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.80a-8);

(e)

[   ]

An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E);

(f)

[   ]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

[   ]

A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G);

(h)

[   ]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[   ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.80a-3);

(j)

[   ]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

CUSIP No. 05010 3100/ 0510 3209 SCHEDULE 13G Page 5 of 7


Item 4. Ownership.

(a) Amount beneficially owned:

2,044,906 shares of the Class A Common Stock, consisting of (a) 300,000 shares of Class A Common Stock, (b) options to purchase 273,660 shares of Class A Common Stock, (c) 1,300,355 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock, (d) 58,391 shares of Class B Common Stock held in a trust for which the reporting person serves as trustee, and (e) 112,500 shares of Class A Common Stock held in a charitable foundation. Mr. Shaich disclaims beneficial ownership of the shares referred to in (d) and (e) above except to the extent of his direct pecuniary interest.

(b) Percent of class:

6.6% of the Class A Common Stock and 93.8% of the Class B Common Stock (3)

(c) Number of shares as to which such person has:

  (i)   Sole power to vote or to direct the vote 1,874,015 (1)

  (ii)   Shares power to vote or to direct the vote 170,891 (2)

  (iii)   Sole power to dispose or to direct the disposition of 1,874,015 (1)

  (iv)   Shares power to dispose or to direct the disposition of 170,891 (2)

NOTES:
(1) Consists of (a) 300,000 shares of Class A Common Stock, (b) options to purchase 273,660 shares of Class A Common Stock and (c) 1,300,355 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock.

(2) Consists of (a) 58,391 shares of Class B Common Stock convertible on a share for share basis into Class A Common Stock, held in a grantor retained annuity trust, of which Mr. Shaich is one of two trustees, and (b) 112,500 shares of Class A Common Stock, held in a charitable foundation. Mr. Shaich disclaims beneficial ownership of all such shares except to the extent of his direct pecuniary interest.

(3) Due to the fact that each share of Class A Common Stock is entitled to one vote on all matters submitted to stockholders and each share of Class B Common Stock is entitled to three votes on all such matters, equity percentage is not equivalent to voting power.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   [_].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Mr. Shaich shares beneficial ownership with respect to 170,891 shares. See item 4(a) above.

CUSIP No. 05010 3100/ 0510 3209 SCHEDULE 13G Page 6 of 7


Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 05010 3100/ 0510 3209 SCHEDULE 13G Page 7 of 7


SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

  February 14, 2005
  (Date)

  /s/  Ronald M. Shaich
  Ronald M. Shaich
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