SEC FORM 4

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^*

SHENNAN JAMES G JR

(Last)

(First)

(Middle)

7676 E. PINNACLE PEAK ROAD

(Street)

SCOTTSDALE

85255

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
P F CHANGS CHINA BISTRO INC [ PFCB ]

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)
05/06/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/06/2009		G	V	50,000	D	$0	0	I	James G. Shennan, Jr., As Trustee Of The Shennan 1995 Trust Dtd 6/21/1995
Common Stock	05/06/2009		G	V	50,000	A	$0	60,520	I	Shennan, LLC
Common Stock								10,122	I	Shennan Family Investments, LLC
Common Stock⁽¹⁾								2,663	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option To Purchase Common Stock	$9.875	05/06/2009		G	V		30,000	10/22/2000	10/22/2009	Common Stock	30,000	$9.875	70,935	D
Option To Purchase Common Stock	$9.875	05/06/2009		G	V	30,000		10/22/2000	10/22/2009	Common Stock	30,000	$9.875	30,000	I	Shennan, LLC
Option To Purchase Common Stock	$17.907	05/06/2009		G	V		15,000	04/26/2000	04/26/2010	Common Stock	15,000	$17.907	55,935	D
Option To Purchase Common Stock	$17.907	05/06/2009		G	V	15,000		04/26/2000	04/26/2010	Common Stock	15,000	$17.907	45,000	I	Shennan, LLC
Option To Purchase Common Stock	$53.8	05/06/2009		G	V		1,500	05/06/2005	05/06/2015	Common Stock	1,500	$53.8	54,435	D
Option To Purchase Common Stock	$53.8	05/06/2009		G	V	1,500		05/06/2005	05/06/2015	Common Stock	1,500	$53.8	46,500	I	Shennan, LLC
Option To Purchase Common Stock	$43.22	05/06/2009		G	V		9,039	05/05/2006	05/05/2016	Common Stock	9,039	$43.22	45,396	D
Option To Purchase Common Stock	$43.22	05/06/2009		G	V	9,039		05/05/2006	05/05/2016	Common Stock	9,039	$43.22	55,539	I	Shennan, LLC
Option To Purchase Common Stock	$38.25	05/06/2009		G	V		10,396	04/30/2007	04/30/2017	Common Stock	10,396	$38.25	35,000	D
Option To Purchase Common Stock	$38.25	05/06/2009		G	V	10,396		04/30/2007	04/30/2017	Common Stock	10,396	$38.25	65,935	I	Shennan, LLC
Option To Purchase Common Stock	$39.54	05/06/2009		G	V		5,000	04/09/2003	04/09/2013	Common Stock	5,000	$39.54	30,000	D
Option To Purchase Common Stock	$39.54	05/06/2009		G	V	5,000		04/09/2003	04/09/2013	Common Stock	5,000	$39.54	70,935	I	Shennan, LLC
Option To Purchase Common Stock	$32.93	05/06/2009		G	V		15,000	04/03/2002	04/03/2012	Common Stock	15,000	$32.93	15,000	D
Option To Purchase Common Stock	$32.93	05/06/2009		G	V	15,000		04/03/2002	04/03/2012	Common Stock	15,000	$32.93	85,935	I	Shennan, LLC
Option To Purchase Common Stock	$17.8	05/06/2009		G	V		15,000	04/25/2001	04/25/2011	Common Stock	15,000	$17.8	0	D
Option To Purchase Common Stock	$17.8	05/06/2009		G	V	15,000		04/25/2001	04/25/2011	Common Stock	15,000	$17.8	100,935	I	Shennan, LLC
Option To Purchase Common Stock	$39.54	05/06/2009		G	V		10,000	04/09/2003	04/09/2013	Common Stock	10,000	$39.54	30,000	I	Held By Janna O. Shennan, Spouse Of Mr. Shennan
Option To Purchase Common Stock	$39.54	05/06/2009		G	V	10,000		04/09/2003	04/09/2013	Common Stock	10,000	$39.54	110,935	I	Shennan, LLC
Option To Purchase Common Stock	$50.05	05/06/2009		G	V		15,000	04/26/2004	04/26/2014	Common Stock	15,000	$50.05	15,000	I	Held By Janna O. Shennan, Spouse Of Mr. Shennan
Option To Purchase Common Stock	$50.05	05/06/2009		G	V	15,000		04/26/2004	04/26/2014	Common Stock	15,000	$50.05	125,935	I	Shennan, LLC
Option To Purchase Common Stock	$53.8	05/06/2009		G	V		15,000	05/06/2005	05/06/2015	Common Stock	15,000	$53.8	0	I	Held By Janna O. Shennan, Spouse Of Mr. Shennan
Option To Purchase Common Stock	$53.8	05/06/2009		G	V	15,000		05/06/2005	05/06/2015	Common Stock	15,000	$53.8	140,935	I	Shennan, LLC
Cash-Settled Stock-Based Awards⁽²⁾	$0⁽²⁾							⁽²⁾	⁽²⁾	Common Stock	2,577		2,577	D

Explanation of Responses:

1. The reportable securities are restricted stock units, each representing a contingent right to receive one share of P.F. Chang's China Bistro, Inc.'s common stock. The restricted stock units vest one year following the transaction date, provided the reporting person's employment has not terminated prior to such date.

2. The reportable securities are cash-settled stock-based awards each representing the economic equivalent of one share of P.F. Chang's China Bistro Inc.'s common stock. The cash-settled stock-based awards will be settled on the earlier of (1) the date the board member ceases to be a member of the board or (2) a change in control of the company.

	/s/ Mark D. Mumford, attorney-in-fact for James G. Shennan Jr.	05/08/2009
	** 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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