X0306 4 2012-07-02 1 0001039889 P F CHANGS CHINA BISTRO INC PFCB 0001222606 HOWE LESLEY H 7676 E. PINNACLE PEAK ROAD SCOTTSDALE AZ 85255 1 Common Stock 2012-07-02 4 U 0 5344 51.50 D 9643 D Common Stock 2012-07-02 4 D 0 9643 51.50 D 0 D Option To Purchase Common Stock 32.49 2012-07-02 4 D 0 15000 51.50 D Common Stock 15000 0 D Option To Purchase Common Stock 50.05 2012-07-02 4 D 0 15000 51.50 D Common Stock 15000 0 D Option To Purchase Common Stock 53.80 2012-07-02 4 D 0 18000 0 D Common Stock 18000 0 D Option To Purchase Common Stock 43.22 2012-07-02 4 D 0 5732 51.50 D Common Stock 5732 0 D Option To Purchase Common Stock 38.25 2012-07-02 4 D 0 6592 51.50 D Common Stock 6592 0 D Cash-Settled Stock-Based Awards 0 2012-07-02 4 D 0 2590 51.50 D Common Stock 2590 0 D On July 2, 2012, Wok Acquisition Corp. ("Purchaser"), an indirect wholly owned subsidiary of Wok Parent LLC ("Parent"), successfully completed the tender offer for all outstanding shares of the common stock of P.F. Chang's China Bistro, Inc. ("Issuer") pursuant to that certain Agreement and Plan of Merger, dated May 1, 2012, as amended by Amendment No. 1, dated June 22, 2012 (the "Merger Agreement"), by and among Issuer, Parent and Purchaser. Following the tender offer on July 2, 2012, Purchaser merged with and into Issuer with Issuer surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). In connection with the Merger, the reporting person is no longer a director of Issuer, effective on July 2, 2012. In accordance with the terms of the Merger Agreement, the restricted stock units held by the reporting person were deemed to be fully vested and cancelled at the effective time of the Merger in exchange for a cash payment equal to $51.50 multiplied by the number of cancelled restricted stock units. In accordance with the terms of the Merger Agreement, this stock option was deemed to be fully vested, exercised and cancelled at the effective time of the Merger in exchange for a cash payment equal to the number of option shares multiplied by the difference between $51.50 per share and the exercise price of the stock option. In accordance with the terms of the Merger Agreement, this stock option was cancelled at the effective time of the Merger because the exercise price of the stock option exceeded $51.50 per share. In accordance with the terms of the Merger Agreement, the restricted cash units held by the reporting person were deemed to be fully vested and cancelled at the effective time of the Merger in exchange for a cash payment equal to $51.50 per share multiplied by the number of cancelled restricted cash units. /s/ Mark D. Mumford, attorney-in-fact for Lesley H. Howe 2012-07-05