Sec Form 4 Filing - NEAL YANOFSKY @ PANERA BREAD CO - 2007-08-10

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person NEAL YANOFSKY 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 (Last) (First) (Middle) 6710 CLAYTON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2007 (Street) RICHMOND HEIGHTS, MO63117 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/10/2007 A 4,133 A 12,812 ( 2 ) D Class A Common Stock 200 I by wife

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Buy) $ 43.31 08/10/2007 A 16,532 ( 3 ) 08/10/2013( 4 ) Class A Common Stock 16,532 $ 0 16,532 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEAL YANOFSKY 6710 CLAYTON ROAD RICHMOND HEIGHTS, MO63117 President Signatures /s/ Jeffrey W. Kip, Attorney in Fact for Neal J. Yanofsky 08/14/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents award 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 2006 Stock Incentive Plan ("2006 Plan"). ( 2 )Includes 3,000 shares held in personal brokerage account. ( 3 )Represents grant of stock options to purchase Class A Common Stock that the Reporting Person elected to receive under a Choice Award granted pursuant to the LTIP. The stock options vest over a five-year period from the date of grant, with 25% vesting on the second anniversry, and an additional 25% vesting on the third, fourth and fifth anniversaries, respectively. ( 4 )The options terminate six (6) years from the date of grant, but are subject to earlier termination as provided in the award agreement, the LTIP and the 2006 Plan.

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).

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