PNRA Panera Bread Company

2015 STOCK INCENTIVE PLAN

EMPLOYEE STOCK PURCHASE PLAN

2006 STOCK INCENTIVE PLAN

1992 EMPLOYEE STOCK PURCHASE PLAN

PANERA BREAD COMPANY 2005 LONG-TERM INCENTIVE PROGRAM

PANERA BREAD COMPANY 2001 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN

PANERA BREAD COMPANY SAVINGS PLAN

MANAGING PARTNER INCENTIVE PLAN

FORMULA STOCK OPTION PLAN FOR INDEPENDENT DIRECTORS

1992 EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION PLAN FOR EMPLOYEES

(Full title of plan)

Louis DiPietro

Senior Vice President and General Counsel and Secretary

Panera Bread Company

3630 South Geyer Road, Suite 100

St. Louis, MO 63127

(Name and address of agent for service)

(314) 984-1000

(Telephone number, including area code, of agent of service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth cmpany” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENTS

This Post-Effective Amendment (the “Post-Effective Amendment”), amends the registration statements on Form S-8 (the “Registration Statements”) filed by the Registrant with the Securities and Exchange Commission (“SEC”):

On July 18, 2017, pursuant to the Agreement and Plan of Merger, dated as of April 4, 2017 by and among the Registrant, Rye Parent Corp., a Delaware corporation (“Parent”), Rye Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and JAB Holdings B.V., a Dutch Besloten Vennootschap met beperkte aansprakelijkheid (private company with limited liability), Merger Sub merged with and into the Registrant (the “Merger”), the Registrant became a wholly-owned subsidiary of Parent, and all outstanding shares of common stock of the Registrant were converted into the right to receive $315.00 per share in cash. In connection with the Merger, as of the date hereof, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration Statements.

As a result of the Merger, the Registrant terminated any and all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration all of such securities of the Registrant registered but that remain unsold under the Registration Statements, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.