Page 4 of 30 – SEC Filing
| CUSIP No. 69840W108 / 69840W207 |
| 1. | NAMES OF Rye Parent Holdings Corp. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER (a) ☐ (b) ☒ | |||||
| 3. | SEC USE ONLY | |||||
| 4. | SOURCE OF FUNDS OO (See Item 3) | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6. | CITIZENSHIP OR PLACE OF Delaware | |||||
| 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 | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT 0.35% of the Class A Common Stock and 94.93% of the | |||||
| 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 Rye Parent Holdings Corp. 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, Rye Parent Holdings Corp. 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 Rye Parent Holdings Corp. 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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