0001209191-17-045559.txt : 20170718
0001209191-17-045559.hdr.sgml : 20170718
20170718174822
ACCESSION NUMBER: 0001209191-17-045559
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170718
FILED AS OF DATE: 20170718
DATE AS OF CHANGE: 20170718
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SHAICH RONALD M
CENTRAL INDEX KEY: 0001034193
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-19253
FILM NUMBER: 17970275
MAIL ADDRESS:
STREET 1: C/O AU BON PAIN CO INC
STREET 2: 19 FID KENNEDY AVE
CITY: BOSTON
STATE: MA
ZIP: 02210
FORMER NAME:
FORMER CONFORMED NAME: SCHAICH RONALD M
DATE OF NAME CHANGE: 19970219
ISSUER:
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: 1231
BUSINESS ADDRESS:
STREET 1: 3630 SOUTH GEYER ROAD
STREET 2: SUITE 100
CITY: SAINT LOUIS
STATE: MO
ZIP: 63127
BUSINESS PHONE: 314-984-1000
MAIL ADDRESS:
STREET 1: 3630 SOUTH GEYER ROAD
STREET 2: SUITE 100
CITY: SAINT LOUIS
STATE: MO
ZIP: 63127
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-07-18
1
0000724606
PANERA BREAD CO
PNRA
0001034193
SHAICH RONALD M
THREE CHARLES RIVER PLACE,
63 KENDRICK STREET
NEEDHAM
MA
02494
1
1
1
0
Chairman and CEO
Class A Common Stock
2017-07-18
4
D
0
75524
315.00
D
0
D
Class B Common Stock
2017-07-18
4
D
0
167899
315.00
D
0
D
Class B Common Stock
2017-07-18
4
D
0
797501
315.00
D
0
I
Refer to Footnote
Stock Appreciation Right
166.19
2017-07-18
4
D
0
10830
D
2019-07-30
Class A Common Stock
10830
0
D
Stock Appreciation Right
161.54
2017-07-18
4
D
0
13790
D
2021-02-26
Class A Common Stock
13790
0
D
Disposed 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").
269,154 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.
Pursuant 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.
/s/ Louis DiPietro, Attorney in Fact for Ronald M. Shaich
2017-07-18