Diane Hessan Form 4 PANERA BREAD / Diane Hessan ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hessan Diane

(Last) (First) (Middle)

THREE CHARLES RIVER PLACE,

63 KENDRICK STREET

(Street)

NEEDHAM MA 02494

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PANERA BREAD CO [ PNRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/18/2017		D		706(1)	D	$315	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$156.3	07/18/2017		D			78	(2)	12/26/2018	Class A Common Stock	78	(2)	0	D
Stock Option (right to buy)	$176.07	07/18/2017		D			543	(2)	01/02/2020	Class A Common Stock	543	(2)	0	D
Stock Option (right to buy)	$174.8	07/18/2017		D			549	(2)	12/31/2020	Class A Common Stock	549	(2)	0	D
Stock Option (right to buy)	$195.18	07/18/2017		D			652	(2)	12/30/2021	Class A Common Stock	652	(2)	0	D
Stock Option (right to buy)	$208.06	07/18/2017		D			612	(2)	12/28/2022	Class A Common Stock	612	(2)	0	D

Explanation of Responses:

1. 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").

2. Pursuant to the Merger Agreement, each outstanding stock option, 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 option, and (ii) the number of shares underlying such option.

Remarks:

	/s/ Louis DiPietro, Attorney in Fact for Diane Hessan	07/18/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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