SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cook Irene

(Last)

(First)

(Middle)

THREE CHARLES RIVER PLACE

63 KENDRICK STREET

(Street)

NEEDHAM

02494

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2012

3. Issuer Name and Ticker or Trading Symbol
PANERA BREAD CO [ PNRA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Company and JV Operations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,798	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	08/10/2013	Class A Common Stock	257	$43.31	D
Employee Stock Option (Right to Buy)	⁽²⁾	08/05/2014	Class A Common Stock	323	$50.85	D
Stock Appreciation Rights	⁽³⁾	08/11/2016	Class A Common Stock	270	$75.8	D
Stock Appreciation Rights	⁽³⁾	08/10/2017	Class A Common Stock	426	$99.3	D

Explanation of Responses:

1. Option vests in four (4) equal annual installments beginning August 10, 2008.

2. Option vests in four (4) equal annual installments beginning August 5, 2009.

3. Represents grant of a stock settled appreciation right ("SSAR") that the Reporting Person elected to receive under a Choice Award pursuant to the Issuer's Long Term Incentive Program. The SSAR vests as to 25% of the original number of shares on the second anniversary of the date of grant and as to an additional 25% of the original number of shares on each successive anniversary thereafter until the fifth anniversary of the grant date.

Remarks:

	/s/ Irene E. Cook	05/11/2012
	** 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 5 (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 Number.