COLASACCO DOMENIC 4
4 · PANERA BREAD CO · Filed Jul 18, 2017
Insider Transaction Report
Form 4
PANERA BREAD COPNRA
COLASACCO DOMENIC
Director
Transactions
- Disposition to Issuer
Stock Option (right to buy)
2017-07-18−612→ 0 totalExercise: $156.30Exp: 2018-12-26→ Class A Common Stock (612 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-07-18−652→ 0 totalExercise: $195.18Exp: 2021-12-30→ Class A Common Stock (652 underlying) - Disposition to Issuer
Class B Common Stock
2017-07-18$315.00/sh−202,380$63,749,700→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2017-07-18−687→ 0 totalExercise: $139.17Exp: 2017-12-28→ Class A Common Stock (687 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-07-18−543→ 0 totalExercise: $176.07Exp: 2020-01-02→ Class A Common Stock (543 underlying) - Disposition to Issuer
Stock Option (right to buy)
2017-07-18−612→ 0 totalExercise: $208.06Exp: 2022-12-28→ Class A Common Stock (612 underlying) - Disposition to Issuer
Class A Common Stock
2017-07-18$315.00/sh−13,112$4,130,280→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2017-07-18−549→ 0 totalExercise: $174.80Exp: 2020-12-31→ Class A Common Stock (549 underlying)
Footnotes (3)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 4, 2017, by and among Panera Bread Company, Rye Parent Corp., Rye Merger Sub, Inc. and JAB Holdings B.V. (the "Merger Agreement") in exchange for $315 per share in cash, without interest, less any applicable withholding taxes (the "Merger Consideration").
- [F2]Consists of (a) 147,094 shares of Class B Common Stock held by the Ronald M. Shaich Qualified Annuity Interest Trust, of which Mr. Colasacco is a trustee, (b) 47,090 shares of Class B Common Stock held by the SGC Trust LLC, of which Mr. Colasacco is a manager, which is owned by Shaich Grandchildren's Trust, of which Mr.Colasacco is a trustee, and (c) 8,196 shares of Class B Common Stock held by the Shaich Education Trust, of which Mr. Colasacco is the sole trustee.
- [F3]Pursuant to the Merger Agreement, each outstanding stock option, whether vested or unvested, was cancelled in exchange for a cash payment equal to the product of (i) the excess, if any, of (x) the Merger Consideration over (y) the exercise price per share of such option, and (ii) the number of shares underlying such option.