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* DAVIS SCOTT (Last) (First) (Middle) 6710 CLAYTON ROAD (Street) RICHMOND HEIGHTS MO 63117 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PANERA BREAD CO [ PNRA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP,Chief Concept Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/01/2005
	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
Class A Common Stock	09/01/2005(1)		A		1,422	A	(1)	10,207(2)	D
Class A Common Stock								1,498(3)	I	401(k) Plan

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
Choice Award Right to Buy Class A Common Stock	(4)(5)	09/01/2005		A		5,689(4)(5)		09/01/2005	09/15/2005	Class A Common Stock	5,689(4)(5)	(4)(5)	5,689(4)(5)	D

Explanation of Responses:

1. Represents award of restricted shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), under the Company?s 2005 Long-Term Incentive Program ("LTIP") and the Company?s 1992 Equity Incentive Plan ("1992 Plan") that will become effective on 9/15/05, unless otherwise determined by the Company?s Compensation and Stock Option Committee (the "Committee"), subject to the condition that the Reporting Person sign an acknowledgement that he or she agrees to a Confidential and Proprietary Information and Non-Competition Agreement, a Statement of Company Policy Regarding Securities Trades by Company Personnel, and a Business Conduct Standards Policy. If the acknowledgement is not signed, the award will not become effective.

2. Includes 8,785 shares held in a personal brokerage account.

3. The information in this report includes shares acquired under the 401(k) plan and is based on a plan statement dated as of September 2, 2005.

4. Represents choice award under the LTIP, the 1992 Plan (restricted stock) and the Company?s 2001 Employee, Director and Consultant Stock Option Plan ("2001 Plan") (stock options) permitting the Reporting Person to elect to receive, effective 9/15/05, unless otherwise determined by the Committee, an award in the form of (i) up to 1,422 shares of restricted Class A Common Stock under the 1992 Plan or (ii) non-statutory stock options to purchase up to 5,689 shares of Class A Common Stock under the 2001 Plan, or a combination of restricted stock and non-statutory stock options (in 25% increments).

5. The portion of the award elected to be in the form of stock options can be for stock options to purchase a number of shares equal to four (4) times the number of shares of restricted stock that would have been awarded. The options would have an exercise price equal to the closing price of the Class A Common Stock on The Nasdaq National Market on 9/15/05, unless otherwise determined by the Committee, and vest over a five-year period from the date of grant, with 25% vesting on the second anniversary, and an additional 25% vesting on the third, fourth and fifth anniversaries. The options covered by the agreement will terminate six years from the date of the agreement, but will be subject to earlier termination as provided in the award agreement or in the 2001 Plan or the LTIP. The award is subject to the same condition described in Note (1) above, and will not become effective unless the acknowledgement is signed.

Remarks:

	/s/Scott Davis	09/06/2005
	** 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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