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*
Blair Scott G
(Last) (First) (Middle)
THREE CHARLES RIVER STREET
63 KENDRICK STREET
(Street)
NEEDHAM MA 02494
(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 Legal Officer, Sec.
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2008
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 03/14/2008 A 1,084 A (1) 4,738 D
Class A Common Stock 03/14/2008 A 542 A (2) 5,280 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
Employee Stock Option (Right to Buy) $40.35 03/14/2008 A 2,168 (3) 03/14/2014(4) Class A Common Stock 2,168 $0.00 2,168 D
Choice Award (Right to Buy Class A Common Stock) (5)(6) 03/14/2008 A 0(5)(6) 03/14/2008 03/28/2008 Class A Common Stock (5)(6) (5)(6) 0(5)(6) 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 Progam, as amended (the "LTIP"), and the Company's 2006 Stock Incentive Plan (the "2006 Plan").
2. Represents grant of restricted shares of Class A Common Stock the Reporting Person elected to receive under a Choice Award granted pursuant to the LTIP.
3. Represents grant of option to purchase Class A Common Stock that the Reporting Person elected to receive under a Choice Award granted pursuant to the LTIP. The stock options vest over a five-year period from the date of grant, with 25% vesting on the second anniversary of the date of grant, and an additional 25% vesting on the third, fourth and fifth anniversaries, respectively.
4. The options terminate six (6) years from the date of grant, but are subject to earlier termination as provided in the award agreement, the LTIP and the 2006 Plan.
5. Represents a choice award under the 2006 Plan, permitting the Reporting Person to elect to receive, effective March 28, 2008, unless otherwise determined by the Compensation and Stock Option Committee of the Board of Directors (the "Compensation Committee"), an award in the form of (i) up to a number of shares of Class A Common Stock, as has a fair market value of $100,000 on March 28, 2008 as determined by the closing price of shares of Class A Common Stock on The Nasdaq Global Market on that date, or (ii) stock options to purchase up to a number of shares of Class A Common Stock as would cause the stock option to have a fair market value of $100,000 on March 28, 2008 based on the Black-Scholes option pricing model, or (iii) a combination of restricted stock and stock options (in 25% increments).
6. The options would have an exercise price equal to the closing price of the Class A Common Stock on The Nasdaq Global Market on March 28, 2008, unless otherwise determined by the Compensation Committee, and vest over a three (3) year period from the date of grant, with 33 1/3% vesting annually. The options covered by the agreement will terminate six (6) years from the date of the agreement, but will be subject to earlier termination as provided in the award agreement or the 2006 Plan.
Remarks:
/s/ Scott G. Blair 03/18/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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