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