FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)
Chairman and CEO
(Last)          (First)          (Middle)

THREE CHARLES RIVER PLACE,, 63 KENDRICK STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/18/2017
(Street)

NEEDHAM, MA 02494
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/18/2017     D    75524   (1) D $315.00   0   D    
Class B Common Stock   7/18/2017     D    167899   (1) D $315.00   0   D    
Class B Common Stock   7/18/2017     D    797501   (1) D $315.00   0   I   Refer to Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Appreciation Right   $166.19   7/18/2017     D         10830      (3) 7/30/2019   Class A Common Stock   10830     (3) 0   D    
Stock Appreciation Right   $161.54   7/18/2017     D         13790      (3) 2/26/2021   Class A Common Stock   13790     (3) 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)  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.
(3)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHAICH RONALD M
THREE CHARLES RIVER PLACE,
63 KENDRICK STREET
NEEDHAM, MA 02494 		X X Chairman and CEO

Signatures
/s/ Louis DiPietro, Attorney in Fact for Ronald M. Shaich 7/18/2017
** 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).
** 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 control number.
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