SEC FORM 4

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^*

Fine Rebecca

(Last)

(First)

(Middle)

6710 CLAYTON ROAD

(Street)

RICHMOND HEIGHTS

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, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/15/2005⁽¹⁾⁽²⁾		M		813	A	⁽¹⁾⁽²⁾	813	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Choice Award Right to Acq Restricted Shs or Stock Options	⁽³⁾	09/15/2005		M			3,252⁽³⁾	09/01/2005	09/15/2005	Class A Common Stock	⁽³⁾	⁽³⁾	0⁽³⁾	D

Explanation of Responses:

1. Represents disposition of Choice Award "defined below" by election under the award. Choice awards represented the right to elect restricted shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), or options to purchase shares of Class A Common Stock granted on 9/1/2005 under the Company?s 2005 Long-Term Incentive Program ("LTIP"), the Company?s 1992 Equity Incentive Plan ("1992 Plan") and the Company?s 2001 Employee, Director and Consultant Stock Option Plan ("2001 Plan") under which the Reporting Person could elect, effective 9/15/05, an award in the form of (i) up to 813 shares of restricted Class A Common Stock under the 1992 Plan or (ii) non-statutory stock options ("Stock Options") to purchase up to 3252 shares of Class A Common Stock under the 2001 Plan, or a combination of restricted stock and non-statutory stock options (in 25% increments).

2. The portion of the award elected to be in the form of stock options was 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. Effectiveness of Choice Awards were subject to the condition that the Reporting Person sign an acknowledgement (the "Acknowledgment") 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.

3. Represents disposition of Choice Award by election under the award. The terms of the Choice Awards are described in footnote (1) and (2).

Remarks:

	/s/ Mark E. Hood, Attorney in fact for Rebecca Fine	09/19/2005
	** 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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