UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2
(Amendment No. 18)
Panera Bread Company
(Name of Issuer)
Class A Common Stock / Class B Common Stock
(Title of Class of Securities)
69840W 10 8 / 69840W 20 7
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| CUSIP No. 69840W 10 8 / 69840W 20 7 |
| (1) | NAMES OF REPORTING PERSONS
Ronald M. Shaich | |||||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC USE ONLY
| |||||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
(5) | SOLE VOTING POWER
3,576,512(1) | ||||
| (6) | SHARED VOTING POWER
0 | |||||
| (7) | SOLE DISPOSITIVE POWER
1,221,555(2) | |||||
| (8) | SHARED DISPOSITIVE POWER
0 | |||||
| (9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,724 shares of Class A Common Stock 1,164,596 shares of Class B Common Stock | |||||
| (10) | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
| |||||
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5% of the Class A Common Stock and 84.3% of the Class B Common Stock(3) | |||||
| (12) | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Represents the aggregate voting power of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person. On all voting matters, each share of Class B Common Stock is entitled to three (3) votes, and each share of Class A Common Stock is entitled to one (1) vote. The aggregate voting power of all shares beneficially owned by the Reporting Person represents 13.9% of all shares entitled to vote. |
| (2) | Represents the total of the Class A shares over which the Reporting Person has investment power and the Class A shares issuable upon conversion of Class B Common Stock, which is convertible at the option of the Reporting Person, on a one-for-one basis, into Class A Common Stock. |
| (3) | Class percentages are calculated based upon 21,593,817 shares of Class A Common Stock and 1,381,730 shares of Class B Common Stock outstanding on December 31, 2016. The calculation with respect to Class A shares includes 1,164,596 shares of Class A Common Stock issuable upon conversion of the shares of Class B Common Stock held by the Reporting Person. Class equity percentage is not equivalent to voting power. See footnote 1 and Item 4. |
2
| Item 1 (a). | Name of Issuer: |
Panera Bread Company
| Item 1 (b). | Address of Issuer’s Principal Executive Offices: |
3630 South Geyer Road, Suite 100
St. Louis, MO 63127
| Item 2 (a). | Name of Person Filing: |
Ronald M. Shaich
| Item 2 (b). | Address of Principal Business Office or, if None, Residence: |
c/o Panera Bread Company
3630 South Geyer Road, Suite 100
St. Louis, MO 63127
| Item 2 (c). | Citizenship: |
United States of America
| Item 2 (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
| Item 2 (e). | CUSIP Number: |
69840W 10 8 / 69840W 20 7
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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 § 240.13d-1(b)(1)(ii)(E); |
| (f) ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) ☐ | A parent holding company or control person in accordance with § 240.13d-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) ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-US institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution
3
| Item 4. | Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned: |
1,247,320 shares of Common Stock, consisting of (a) 49,759 shares of Class A Common Stock; (b) 25,765 shares of Class A Common Stock restricted stock awards, as to which the Reporting Person has voting power but no investment power; (c) 7,200 shares of Class A Common Stock held by the Shaich Family Foundation, of which the Reporting Person is a trustee; and (d) 1,164,596 shares of Class B Common Stock. Class B Common Stock which is convertible, at the option of the Reporting Person on a one-for-one basis, into Class A Common Stock. Each share of Class B Common Stock is entitled to three votes per share on all matters submitted to stockholders for a vote.
| (b) | Percent of class: |
5.5% of the Class A Common Stock (assuming conversion of Class B) and 84.3% of the Class B Common Stock (prior to conversion) based upon 21,593,817 shares of Class A Common Stock and 1,381,730 shares of Class B Common Stock outstanding on December 31, 2016. As a result of the higher voting power of the Class B Common Stock, the voting power of all of the shares beneficially owned by the Reporting Person equals 13.9% of the votes entitled to be voted.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
3,576,512, consisting of the aggregate voting power of shares beneficially owned by the Reporting Person as follows: (a) 56,959 shares of Class A Common Stock, (b) 25,765 shares of restricted Class A Common Stock; and (c) 1,164,596 shares of Class B Common Stock, which are each entitled to three votes on all matters submitted to stockholders.
| (ii) | Shared power to vote or to direct the vote |
0
| (iii) | Sole power to dispose or to direct the disposition of |
1,221,555 shares, consisting of (a) 56,959 shares of Class A Common Stock; and (b) 1,164,596 shares of Class A Common Stock issuable upon the conversion of 1,164,596 shares of Class B Common Stock.
| (iv) | Shared power to dispose or to direct the disposition of |
0
| 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 ☐.
4
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
NOT APPLICABLE
| 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. |
NOT APPLICABLE
5
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 9, 2017 (Date) |
| /s/ Ronald M. Shaich |
| Ronald M. Shaich |
6