Sec Form 4 Filing - SHAICH RONALD M @ PANERA BREAD CO - 2012-01-23

Insider filing report for Changes in Beneficial Ownership
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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
SHAICH RONALD M
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
THREE CHARLES RIVER PLACE, 63 KENDRICK STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/23/2012
(Street)
NEEDHAM, MA02494
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 B Common Stock 1,080,717 ( 1 ) D
Class B Common Stock 230,973 ( 1 ) I By Trusts ( 2 )
Class A Common Stock 01/23/2012 M( 3 ) 3,333 A $ 43.31 80,845 D
Class A Common Stock 01/23/2012 M( 3 ) 3,333 A $ 50.85 84,178 D
Class A Common Stock 01/23/2012 M( 3 ) 3,334 A $ 47.95 87,512 D
Class A Common Stock 01/23/2012 S( 4 ) 6,133 D $ 149.59 ( 5 ) 81,179 D
Class A Common Stock 01/23/2012 S( 4 ) 3,867 D $ 150.13 ( 6 ) 77,512 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 (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 01/23/2012 M 3,333 ( 7 ) 08/10/2013 Class A Common Stock 3,333 $ 0 24,222 D
Employee Stock Option (Right to Buy) $ 50.85 01/23/2012 M 3,333 ( 8 ) 08/05/2014 Class A Common Stock 3,333 $ 0 19,939 D
Employee Stock Option (Right to Buy) $ 47.95 01/23/2012 M 3,334 ( 9 ) 08/11/2012 Class A Common Stock 3,334 $ 0 12,776 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHAICH RONALD M
THREE CHARLES RIVER PLACE
63 KENDRICK STREET
NEEDHAM, MA02494
X X Executive Chairman
Signatures
/s/ Louis DiPietro, Attorney in Fact for Ronald M. Shaich 01/25/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects (i) the December 19, 2011 transfer of 36,789 shares from the Reporting Person to the Ronald M. Shaich 2011 Qualified Annuity Interest Trust, and (ii) the December 19, 2011 transfer of 47,090 shares from the Reporting Person to the SGC Trust LLC. These transfers are exempt pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 and represent a change in the form of beneficiary ownership with no change in pecuniary interest.
( 2 )Consists of 147,094 shares held by Ronald M. Shaich Qualified Annuity Interest Trust of which the reporting person's spouse is a trustee; 36,789 shares held by the Ronald M. Shaich 2011 Qualified Annuity Interest Trust of which Mr. Shaich is the trustee; and 47,090 shares held by SGC Trust LLC of which Mr. Shaich is the investment trustee.
( 3 )The exercise reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 6, 2011.
( 4 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 6, 2011.
( 5 )The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $149.08 to $150.08. The reporting person undertakes, upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
( 6 )The price reported is the weighted average of the shares sold. The shares were sold at varying prices in the range of $150.088 to $150.227. The reporting person undertakes, upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
( 7 )The option vests in four (4) equal annual installments beginning August 10, 2009.
( 8 )The option vests in four (4) equal annual installments beginning August 5, 2010.
( 9 )The option vests in four (4) equal annual installments beginning August 11, 2008.

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