Panera Bread (PNRA) Form 4 PANERA BREAD / Blaine Hurst 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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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^*

Hurst Blaine

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

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	03/01/2017		A		360	A	$0.00(1)	13,791	D
Class A Common Stock	03/01/2017		A		360	A	$0.00(2)	14,151	D
Class A Common Stock	03/01/2017		A		204	A	$0.00(3)	14,355	D
Class A Common Stock	03/01/2017		A		204	A	$0.00(4)	14,559	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

Explanation of Responses:

1. Represents a grant of restricted shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), under the Company's 2005 Long-Term Incentive Program, as amended ("LTIP") and the Company's 2015 Stock Incentive Plan (the "Plan"). These shares vest over a five-year period, with 25% of the original number of shares vesting on the second anniversary of the date of the grant, and an additional 25% of the original number of shares vesting on each of the third, fourth and fifth anniversary of the date of grant.

2. Represents a grant of restricted shares of Class A Common Stock that the Reporting Person elected to receive under a Choice Award pursuant to the LTIP. These shares vest over a five-year period, with 25% of the original number of shares vesting on the second anniversary of the date of the grant, and an additional 25% of the original number of shares vesting on each of the third, fourth and fifth anniversary of the date of grant.

3. Represents a grant of restricted shares of Class A Common Stock under the Plan. These shares vest on March 1, 2018.

4. Represents a grant of restricted shares of Class A Common Stock that the Reporting Person elected to receive under a Choice Award. These shares were issued under the Plan. These shares vest on March 1, 2018.

Remarks:

	/s/ Louis DiPietro, Attorney in Fact for Blaine Hurst	03/03/2017
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.