Page 13 of 30 – SEC Filing
Item 1. Security and Issuer.
This statement on Schedule 13D (this Statement) relates to the Class A Common Stock, par value $0.0001 per share (the
Class A Common Stock), and the Class B Common Stock, par value $0.0001 per share (the Class B Common Stock) (the shares of Class A Common Stock and the shares of Class B Common Stock, each a
Share and, collectively, the Shares) of Panera Bread Company, a Delaware corporation (PNRA), and is being filed pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the Exchange Act).
PNRAs principal executive offices are located at 3630 South Geyer Road, Suite 100, St. Louis, Missouri 63127.
Item 2. Identity and
Background.
(a)-(c) This Statement is being filed jointly on behalf of (i) Rye Parent Corp., a Delaware corporation (Rye
Parent), (ii) Rye Merger Sub, Inc., a Delaware corporation, a direct wholly owned subsidiary of Rye Parent (Merger Sub), (iii) Rye Parent Holdings Corp., a Delaware corporation, which is the parent company of Rye Parent (Rye
Parent Holdco), (iv) Rye Holdings I Inc., a Delaware corporation, which is the parent company of Rye Parent Holdco (Rye Holdings), (v) JAB Forest B.V., a private limited liability company incorporated under the laws of the
Netherlands, which is the parent company of Rye Holdings (Forest), (vi) JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands, which is the parent company of Forest (JAB
Holdings), (vii) JAB Investments S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Holdings (JAB Investments), (viii) JAB Holding Company S.à
r.l., a private limited liability company incorporated under the laws of Luxembourg, which is the parent company of JAB Investments (JAB Holding Company), (ix) Donata Holdings B.V., a private limited liability company incorporated under
the laws of the Netherlands, which is a parent company of JAB Holding Company (Donata), (x) Agnaten SE, a private company incorporated under the laws of Austria, which is a parent company of JAB Holding Company (Agnaten), and
(xi) Lucresca SE, a private company incorporated under the laws of Austria, which is the parent company of Donata (Lucresca, and together with Rye Parent, Merger Sub, Rye Parent Holdco, Rye Holdings, Forest, JAB Holdings, JAB
Investments JAB Holding Company, Donata, and Agnaten, the Reporting Persons).
Each of Parents, Merger Subs, Rye
Parent Holdcos, and Rye Holdings executive office is located at c/o JAB Holding Company LLC, 1701 Pennsylvania Avenue NW, Suite 801, Washington, DC 20006, and the telephone number of each is (202)
602-1301. The principal business address of each of Forest, JAB Holdings, JAB Investments, JAB Holding Company and Donata is Oosterdoksstraat 80, 1011 DK Amsterdam, The Netherlands. The principal business
address of Agnaten and Lucresca is Rooseveltplatz 45 / Top 10, A1090 Vienna, Austria.
JAB Holding Company and its affiliated
group of companies, of which Rye Parent, Merger Sub, Rye Parent Holdco, and Rye Holdings are members, is a Luxembourg based and privately held group focused on long-term investments in companies with premium brands in the consumer goods category.
Merger Sub is a direct wholly owned subsidiary of Rye Parent, and was recently incorporated for the purpose of acquiring all of the issued and outstanding Shares and consummating the transactions contemplated by the Merger Agreement (as defined
below) and, to date, has engaged and is expected to engage in no other activities other than those incidental to the Merger (as defined below) and the Merger Agreement. Until immediately prior to the time Merger Sub purchases the Shares, it is not
anticipated that Merger Sub will have any significant assets or liabilities.
The name, business address and present principal occupation
or employment of each executive officer and director of Rye Parent, Merger Sub, Rye Parent Holdco, Rye Holdings, Forest, JAB Holdings, JAB Investments, JAB Holding Company, Donata, Agnaten and Lucresca are set forth on Schedule A hereto and
incorporated herein by reference.
(d) During the last five years, none of the Reporting Persons, and to the best knowledge of each of the
Reporting Persons, none of the persons named on Schedule A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, and to the best knowledge of each of the Reporting Persons, none of the persons
named on Schedule A was a party to a civil proceeding of a judicial or administrative body
