Amendment No. 3 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QTqvKUZye6XvR5f8veVnxagm4z9IxCCiOfMNFr8V/YnIYFivF+3gcNeTa1pymY+G HxrMNQAlJQmrYCQ8sqxp0w== 0001193125-08-102326.txt : 20080505 0001193125-08-102326.hdr.sgml : 20080505 20080505161630 ACCESSION NUMBER: 0001193125-08-102326 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080505 DATE AS OF CHANGE: 20080505 GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND GP, L.L.C. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND II, L.P. GROUP MEMBERS: SHAMROCK ACTIVIST VALUE FUND III, L.P. GROUP MEMBERS: SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PANERA BREAD CO CENTRAL INDEX KEY: 0000724606 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042723701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42571 FILM NUMBER: 08802863 BUSINESS ADDRESS: STREET 1: 6710 CLAYTON RD CITY: RICHMOND HEIGHTS STATE: MO ZIP: 63117 BUSINESS PHONE: 3146337100 MAIL ADDRESS: STREET 1: 6710 CLAYTON RD CITY: RICHMOND HEIGHTS STATE: MO ZIP: 63117 FORMER COMPANY: FORMER CONFORMED NAME: AU BON PAIN CO INC DATE OF NAME CHANGE: 19940201 FORMER COMPANY: FORMER CONFORMED NAME: AU BON PAIN COMPANY INC DATE OF NAME CHANGE: 19920501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Shamrock Activist Value Fund L P CENTRAL INDEX KEY: 0001306697 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 BUSINESS PHONE: 818-973-4444 MAIL ADDRESS: STREET 1: 4444 LAKESIDE DR CITY: BURBANK STATE: CA ZIP: 91505 FORMER COMPANY: FORMER CONFORMED NAME: Shamrock Governance Fund LP DATE OF NAME CHANGE: 20041021 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 3 TO SCHEDULE 13D Amendment No. 3 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

PANERA BREAD COMPANY

(Name of Issuer)

Class A Common Shares, $0.0001 Par Value

(Title of Class of Securities)

69840W108

(CUSIP Number)

David K. Robbins, Esq.

Bingham McCutchen LLP

355 South Grand Avenue, 44^th Floor

Los Angeles, CA 90071

(213) 680-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 1, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 69840W108


1	NAMES OF REPORTING PERSONS. Shamrock Activist Value Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 1,201,821 Class A Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,201,821 Class A Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,821 Class A Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.18%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 69840W108


1	NAMES OF REPORTING PERSONS. Shamrock Activist Value Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Virginia


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 231,848 Class A Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 231,848 Class A Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 231,848 Class A Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.80%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 69840W108


1	NAMES OF REPORTING PERSONS. Shamrock Activist Value Fund III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 931 Class A Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 931 Class A Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 931 Class A Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.003%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 69840W108


1	NAMES OF REPORTING PERSONS. Shamrock Activist Value Fund GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 1,434,600 Class A Common Shares*
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 1,434,600 Class A Common Shares*


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,434,600 Class A Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.98%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 5 hereof

SCHEDULE 13D

CUSIP No. 69840W108


1	NAMES OF REPORTING PERSONS. Shamrock Partners Activist Value Fund, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) Not Applicable
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not Applicable	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 1,434,600 Class A Common Shares*
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 1,434,600 Class A Common Shares*
		10 SHARED DISPOSITIVE POWER 0


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,434,600 Class A Common Shares*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.98%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

*	See Item 5 hereof

INTRODUCTION

This statement amends the Schedule 13D, dated December 13, 2007, as amended by Amendment No. 1, dated January 15, 2008, and Amendment No. 2, dated January 23, 2008 (as amended, the “Amended Schedule 13D”), filed by Shamrock Activist Value Fund, L.P., a Delaware limited partnership (“SAVF”), Shamrock Activist Value Fund II, L.P., a Virginia limited partnership (“SAVF II”), Shamrock Activist Value Fund III, L.P., a Delaware limited partnership (“SAVF III” and, together with SAVF and SAVF II, the “Shamrock Activist Value Fund”), Shamrock Activist Value Fund GP, L.L.C., a Delaware limited liability company (the “General Partner”), and Shamrock Partners Activist Value Fund, L.L.C., a Delaware limited liability company (“Shamrock Partners” and, collectively with SAVF, SAVF II, SAVF III and the General Partner, the “Reporting Persons”) with respect to the Class A Common Stock, $0.0001 par value per share (“Class A Common Shares”), of Panera Bread Company, a Delaware corporation (the “Company”). Capitalized terms used and not defined in this Amendment No. 3 shall have the meanings set forth in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Amended Schedule 13D.

1. ITEM 3 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 3. Source and Amount of Funds or Other Consideration.

The total amount of funds used by SAVF to purchase the 52,703 Class A Common Shares acquired by it after January 23, 2008 (the date the Schedule 13D was last amended) was $2,003,110 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF.

The total amount of funds used by SAVF II to purchase the 10,152 Class A Common Shares acquired by it after January 23, 2008 (the date the Schedule 13D was last amended) was $385,762 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF II.

The total amount of funds used by SAVF III to purchase the 345 Class A Common Shares acquired by it after January 23, 2008 (the date the Schedule 13D was last amended) was $14,573 (excluding brokerage commissions). All of such funds were derived from capital contributions to SAVF III.

2. ITEM 4 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 4. Purpose of Transaction.

Shamrock Activist Value Fund has disposed of an aggregate of 675,000 Class A Common Shares on the dates and at the prices set forth on the Schedule of Transactions attached hereto as Exhibit 6 and incorporated by reference herein. All sales by Shamrock Activist Value Fund were made in the open market on the Nasdaq Global Select Market. As a result of such dispositions, Shamrock Activist Value Fund now has beneficial ownership of 1,434,600 Class A Common Shares, representing approximately 4.98% of the issued and outstanding Class A Common Shares.

3. ITEM 5 OF THE AMENDED SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 5. Interests in Securities of the Issuer.

(a), (b) SAVF, SAVF II and SAVF III are controlled by the General Partner. As a result, each of SAVF, SAVF II and SAVF III may be deemed members of a group and may be deemed to beneficially own for purposes of Section 13(d) the shares beneficially owned for such purposes by the others.

SAVF is the owner of 1,201,821 Class A Common Shares, which represents approximately 4.18% of the issued and outstanding Class A Common Shares. SAVF II is the owner of 231,848 Class A Common Shares, which represents approximately 0.80% of the issued and outstanding Class A Common Shares. SAVF III is the owner of 931 Class A Common Shares, which represents approximately 0.003% of the issued and outstanding Class A Common Shares. Accordingly, the Shamrock Activist Value Fund owns 1,434,600 Class A Common Shares, which represents approximately 4.98% of the issued and outstanding Class A Common Shares.

As the general partner of each of SAVF, SAVF II and SAVF III, the General Partner may be deemed to beneficially own the 1,434,600 Class A Common Shares owned by Shamrock Activist Value Fund, constituting approximately 4.98% of the issued and outstanding Class A Common Shares. As the managing member of the General Partner, Shamrock Partners may be deemed to beneficially own the 1,434,600 Class A Common Shares owned by Shamrock Activist Value Fund, constituting approximately 4.98% of the issued and outstanding Class A Common Shares. Shamrock Partners has sole voting and dispositive power with respect to the 1,434,600 Class A Common Shares owned by Shamrock Activist Value Fund by virtue of its authority to vote and dispose of such Class A Common Shares. Finally, each of the controlling persons of Shamrock Partners may be deemed to beneficially own the 1,434,600 Class A Common Shares owned by Shamrock Activist Value Fund, pursuant to Rule 13d-3 of the Act. Those controlling persons are identified in response to Item 2, as previously filed.

The percentage of ownership figures set forth in this response to Items 5(a) and 5(b) assumes that 28,780,117 Class A Common Shares were outstanding as of May 1, 2008, based on the information contained in the Company’s Proxy Statement filed with the United States Securities and Exchange Commission on April 14, 2008.

(c) During the last 60 days, SAVF, SAVF II and SAVF III acquired and disposed of Class A Common Shares on such dates, in such amounts and at such per share prices (excluding brokerage fees) as indicated on the Schedule of Transactions attached hereto as Exhibit 6 and incorporated herein by reference. All such transactions were effected in the open market on The Nasdaq Global Select Market.

Except as set forth above, none of the Reporting Persons beneficially owns any Class A Common Shares or has effected any transactions in Class A Common Shares in the last 60 days.

(d) Not applicable.

(e) On May 2, 2008, SAVF, SAVF II and SAVF III ceased to be the beneficial owners of more than 5% of the issued and outstanding Class A Common Shares of the Company. The reporting obligations of the Reporting Persons with respect to the Class A Common Shares pursuant to Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder are therefore terminated.

4. ITEM 7 OF THE SCHEDULE 13D IS HEREBY AMENDED TO ADD THE FOLLOWING INFORMATION:

ITEM 7. Material to be Filed as Exhibits.


Exhibit		Document
Exhibit 6	—	Schedule of Transactions

Exhibit 7	—	Joint Filing Agreement, dated December 13, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: May 2, 2008


SHAMROCK ACTIVIST VALUE FUND, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND II, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President


SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

Exhibit Index


Exhibit		Document
Exhibit 6	—	Schedule of Transactions

Exhibit 7	—	Joint Filing Agreement, dated December 13, 2007, among Shamrock Activist Value Fund, L.P., Shamrock Activist Value Fund II, L.P., Shamrock Activist Value Fund III, L.P., Shamrock Activist Value Fund GP, L.L.C. and Shamrock Partners Activist Value Fund, L.L.C.

EX-99.6 2 dex996.htm SCHEDULE OF TRANSACTIONS Schedule of Transactions

Exhibit 6

Schedule of Transactions

Shamrock Activist Value Fund, L.P.


Date	Number of Class A Common Shares Purchased or Sold	Price Per Class A Common Shares in $US*		Total Purchase Price or Sale Price
03/04/08	2,179	$	36.3127	$	79,125
03/05/08	2,513	$	37.4657	$	94,151
03/06/08	2,513	$	36.2191	$	91,019
03/07/08	3,351	$	35.5892	$	119,259
03/10/08	2,513	$	35.7208	$	89,766
03/11/08	2,513	$	36.6407	$	92,078
03/12/08	2,513	$	38.0453	$	95,608
03/13/08	1,005	$	38.0453	$	38,236
03/14/08	3,351	$	39.8270	$	133,460
03/18/08	1,340	$	42.3719	$	56,778
03/19/08	2,393	$	42.7547	$	102,312
03/20/08	2,393	$	42.7994	$	102,420
03/24/08	-58,641	$	43.5175	$	-2,551,912
03/25/08	-29,320	$	43.7388	$	-1,282,420
03/26/08	-29,320	$	43.7299	$	-1,282,161
03/27/08	-29,320	$	43.9176	$	-1,287,664
03/28/08	-29,320	$	42.2856	$	-1,239,814
03/31/08	-29,320	$	41.8045	$	-1,225,709
04/01/01	-71,208	$	44.2777	$	-3,152,927
04/02/08	-20,942	$	43.5147	$	-911,285
04/03/08	-20,942	$	44.1106	$	-923,764
04/04/08	-20,942	$	43.9003	$	-919,360
04/07/08	-20,942	$	42.9318	$	-899,077
04/08/08	-20,942	$	42.9461	$	-899,377
04/09/08	-20,942	$	42.7210	$	-894,663
05/01/08	-104,717	$	51.6790	$	-5,411,670
05/02/08	-58,642	$	52.1151	$	-3,056,134

Total	-536,883			$	-24,843,725

Shamrock Activist Value Fund II, L.P.


Date	Number of Class A Common Shares Purchased or Sold	Price Per Class A Common Shares in $US*		Total Purchase Price or Sale Price
03/04/08	420	$	36.3127	$	15,251
03/05/08	485	$	37.4657	$	18,171
03/06/08	485	$	36.2191	$	17,566
03/07/08	647	$	35.5892	$	23,026
03/10/08	485	$	35.7208	$	17,325
03/11/08	485	$	36.6407	$	17,771
03/12/08	485	$	38.0453	$	18,452
03/13/08	194	$	38.0453	$	7,381
03/14/08	647	$	39.8270	$	25,768
03/18/08	259	$	42.3719	$	10,974
03/19/08	452	$	42.7547	$	19,325
03/20/08	452	$	42.7994	$	19,345
03/24/08	-11,314	$	43.5175	$	-492,357
03/25/08	-5,657	$	43.7388	$	-247,430
03/26/08	-5,657	$	43.7299	$	-247,380
03/27/08	-5,657	$	43.9176	$	-248,442
03/28/08	-5,657	$	42.2856	$	-239,210
03/31/08	-5,657	$	41.8045	$	-236,488
04/01/01	-13,737	$	44.2777	$	-608,243
04/02/08	-4,041	$	43.5147	$	-175,843
04/03/08	-4,041	$	44.1106	$	-178,251
04/04/08	-4,041	$	43.9003	$	-177,401
04/07/08	-4,041	$	42.9318	$	-173,487
04/08/08	-4,041	$	42.9461	$	-173,545
04/09/08	-4,041	$	42.7210	$	-172,636
05/01/08	-20,202	$	51.6790	$	-1,044,019
05/02/08	-11,313	$	52.1151	$	-589,578

Total	-103,601			$	-4,793,955

Shamrock Activist Value Fund III, L.P.


Date	Number of Class A Common Shares Purchased or Sold	Price Per Class A Common Shares in $US*		Total Purchase Price or Sale Price
03/04/08	1	$	36.3127	$	36
03/05/08	2	$	37.4657	$	75
03/06/08	2	$	36.2191	$	72
03/07/08	2	$	35.5892	$	71
03/10/08	2	$	35.7208	$	71
03/11/08	2	$	36.6407	$	73
03/12/08	2	$	38.0453	$	76
03/13/08	1	$	38.0453	$	38
03/14/08	2	$	39.8270	$	80
03/18/08	1	$	42.3719	$	42
03/19/08	155	$	42.7547	$	6,627
03/20/08	155	$	42.7994	$	6,634
03/24/08	-45	$	43.5175	$	-1,958
03/25/08	-23	$	43.7388	$	-1,006
03/26/08	-23	$	43.7299	$	-1,006
03/27/08	-23	$	43.9176	$	-1,010
03/28/08	-23	$	42.2856	$	-973
03/31/08	-23	$	41.8045	$	-962
04/01/01	-55	$	44.2777	$	-2,435
04/02/08	-17	$	43.5147	$	-740
04/03/08	-17	$	44.1106	$	-750
04/04/08	-17	$	43.9003	$	-746
04/07/08	-17	$	42.9318	$	-730
04/08/08	-17	$	42.9461	$	-730
04/09/08	-17	$	42.7210	$	-726
05/01/08	-81	$	51.6790	$	-4,186
05/02/08	-45	$	52.1151	$	-2,345

Total	-116			$	-6,408

*	Excludes Brokerage Commissions

EX-99.7 3 dex997.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 7

AGREEMENT

JOINT FILING OF SCHEDULE 13D AND ALL FUTURE AMENDMENTS TO

SCHEDULE 13D

Each of the undersigned hereby agrees to file jointly the Statement on Schedule 13D to which this Agreement is attached, and any amendments to the Statement on Schedule 13D (the “Schedule 13D”) with respect to Class A Common Shares, $.0001 par value per share, of Panera Bread Company which may be deemed necessary, pursuant to Regulation 13D under the Securities Exchange Act of 1934.

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any future amendments to the Schedule 13D, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning any other party unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the Statement on the Schedule 13D, and any future amendments to the Schedule 13D, filed on behalf of each of the parties hereto.

Date: December 13, 2007


SHAMROCK ACTIVIST VALUE FUND, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President


SHAMROCK ACTIVIST VALUE FUND II, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND III, L.P.

By:		Shamrock Activist Value Fund GP, L.L.C., its general partner

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK ACTIVIST VALUE FUND GP, L.L.C.

By:		Shamrock Partners Activist Value Fund, L.L.C., its managing member

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

SHAMROCK PARTNERS ACTIVIST VALUE FUND, L.L.C.

By:		/s/ Michael J. McConnell
Name:		Michael J. McConnell
Title:		Vice President

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