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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 AZ 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) 05/31/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/31/2009		J		60,520	D	$0	0	I	Shennan LLC(1)
Common Stock	05/31/2009		J		60,520	A	$0	60,520	I	Shennan LLC(1)
Common Stock	05/31/2009		J		10,122	D	$0	0	I	Shennan Family Investments LLC(2)
Common Stock	05/31/2009		J		10,122	A	$0	10,122	I	Shennan Family Investments LLC(2)
Common Stock(3)								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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option To Purchase Common Stock	$9.875	05/31/2009		J			30,000	10/22/2000	10/22/2009	Common Stock	30,000	$9.875	110,935	I	Shennan LLC(1)
Option To Purchase Common Stock	$9.875	05/31/2009		J		30,000		10/22/2000	10/22/2009	Common Stock	30,000	$9.875	30,000	I	Shennan LLC(1)
Option To Purchase Common Stock	$17.907	05/31/2009		J			15,000	04/26/2000	04/26/2010	Common Stock	15,000	$17.907	95,935	I	Shennan LLC(1)
Option To Purchase Common Stock	$17.907	05/31/2009		J		15,000		04/26/2000	04/26/2010	Common Stock	15,000	$17.907	45,000	I	Shennan LLC(1)
Option To Purchase Common Stock	$17.8	05/31/2009		J			15,000	04/25/2001	04/25/2011	Common Stock	15,000	$17.8	80,935	I	Shennan LLC(1)
Option To Purchase Common Stock	$17.8	05/31/2009		J		15,000		04/25/2001	04/25/2011	Common Stock	15,000	$17.8	60,000	I	Shennan LLC(1)
Option To Purchase Common Stock	$32.93	05/31/2009		J			15,000	04/03/2002	04/03/2012	Common Stock	15,000	$32.93	65,935	I	Shennan LLC(1)
Option To Purchase Common Stock	$32.93	05/31/2009		J		15,000		04/03/2002	04/03/2012	Common Stock	15,000	$32.93	75,000	I	Shennan LLC(1)
Option To Purchase Common Stock	$39.54	05/31/2009		J			15,000	04/09/2003	04/09/2013	Common Stock	15,000	$39.54	50,935	I	Shennan LLC(1)
Option To Purchase Common Stock	$39.54	05/31/2009		J		15,000		04/09/2003	04/09/2013	Common Stock	15,000	$39.54	90,000	I	Shennan LLC(1)
Option To Purchase Common Stock	$53.8	05/31/2009		J			16,500	05/06/2005	05/06/2015	Common Stock	16,500	$53.8	34,435	I	Shennan LLC(1)
Option To Purchase Common Stock	$53.8	05/31/2009		J		16,500		05/06/2005	05/06/2015	Common Stock	16,500	$53.8	106,500	I	Shennan LLC(1)
Option To Purchase Common Stock	$43.22	05/31/2009		J			9,039	05/05/2006	05/05/2016	Common Stock	9,039	$43.22	25,396	I	Shennan LLC(1)
Option To Purchase Common Stock	$43.22	05/31/2009		J		9,039		05/05/2006	05/05/2016	Common Stock	9,039	$43.22	115,539	I	Shennan LLC(1)
Option To Purchase Common Stock	$50.05	05/31/2009		J			15,000	04/26/2004	04/26/2014	Common Stock	15,000	$50.05	10,396	I	Shennan LLC(1)
Option To Purchase Common Stock	$50.05	05/31/2009		J		15,000		04/26/2004	04/26/2014	Common Stock	15,000	$50.05	130,539	I	Shennan LLC(1)
Option To Purchase Common Stock	$38.25	05/31/2009		J			10,396	04/30/2007	04/30/2017	Common Stock	10,396	$38.25	0	I	Shennan LLC(1)
Option To Purchase Common Stock	$38.25	05/31/2009		J		10,396		04/30/2007	04/30/2017	Common Stock	10,396	$38.25	140,935	I	Shennan LLC(1)
Cash-Settled Stock-Based Awards(4)	$0(4)							(4)	(4)	Common Stock	2,577		2,577	D

Explanation of Responses:

1. The reported securities are held by Shennan LLC, in which the reporting person holds an ownership interest. On May 31, 2009 the reporting person's ownership interest in Shennan LLC was transferred for value to three separate family trusts. The beneficiaries of each family trust are immediate family members of the reporting person. Either the reporting person or the reporting person's spouse is the trustee of each of the family trusts.

2. The reported securities are held by Shennan Family Investments LLC, in which the reporting person holds an ownership interest. On May 31, 2009 the reporting person's ownership interest in Shennan Family Investments LLC was transferred for value to three separate family trusts. The beneficiaries of each family trust are immediate family members of the reporting person. Either the reporting person or the reporting person's spouse is the trustee of each of the family trusts.

3. 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.

4. 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.	06/02/2009
	** 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).
** 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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