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13D Filing: Jab Forest B.v. and Panera Bread Co (NASDAQ:PNRA)

Published on April 15, 2017 at 9:22 pm by Insider Monkey Staff in Hedge Funds

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Page 7 of 30 – SEC Filing


CUSIP No. 69840W108 / 69840W207


1.		NAMES OF REPORTING PERSONS: JAB Holdings B.V.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		SOURCE OF FUNDS OO (See Item 3)
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
6.		CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7.		SOLE VOTING POWER None
				8.		SHARED VOTING POWER 4,010,594 (1) (see Items 4 and 5)
				9.		SOLE DISPOSITIVE POWER None
				10.		SHARED DISPOSITIVE POWER None


11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,524 shares of Class A Common Stock 1,311,690 shares of Class B Common Stock (2) (see Items 4 and 5)
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.35% of the Class A Common Stock and 94.93% of the Class B Common Stock (3) (see Item 5)
14.		TYPE OF REPORTING PERSON HC

(1)

This represents the aggregate voting power of shares of Class A Common Stock and Class B Common Stock that may be deemed to be beneficially owned by JAB Holdings B.V. On all voting matters, each share of Class B Common
Stock is entitled to three (3) votes and each share of Class A Common Stock is entitled to one (1) vote.

(2)

Pursuant to the Voting Agreement described below, JAB Holdings B.V. may be deemed to have beneficial ownership of 49,759 shares of Class A Common Stock, par value $0.0001 per share, 1,311,690 shares of Class B Common
Stock, par value $0.0001 per share, and 25,765 shares of Class A Common Stock restricted stock awards of Panera Bread Company issued and outstanding as of April 3, 2017 as set forth in the Merger Agreement described in Item 3. Neither the filing of
this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by JAB Holdings B.V. that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Exchange
Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(3)

Class percentages are based on 21,341,779 shares of Class A Common Stock (including Class A Common Stock restricted stock awards) and 1,381,730 shares of Class B Common Stock issued and outstanding as of April 3, 2017,
as set forth in the Merger Agreement described in Item 3. Class equity percentage is not equivalent to voting power. See footnote 1 and Item 4.

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NASDAQ:PNRA SEC 13D Filing Jab Forest B.v.Panera Bread Co (NASDAQ:PNRA)