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FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SHENNAN JAMES G JR
(Last)(First)(Middle)
7676 E. PINNACLE PEAK ROAD
(Street)
SCOTTSDALEAZ85255
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
P F CHANGS CHINA BISTRO INC [PFCB]		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/21/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code
(Instr. 8)		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock 10/21/2009 M  30,000 A$ 9.875 90,520 I Shennan LLC
Common Stock (2)         2,663 D  
Common Stock         10,122 I Shennan Family Investments LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date
(Month/Day/Year)		7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option To Purchase Common Stock $ 9.875 10/21/2009 M   30,000 10/22/200010/22/2009 Common Stock 30,000 $ 0 0 I Shennan LLC
Cash-Settled Stock-Based Awards (1) $ 0 (1)        (1) (1) Common Stock 2,577   2,577 D  
Option To Purchase Common Stock $ 17.907       04/26/200004/26/2010 Common Stock 15,000   15,000 I Shennan LLC
Option To Purchase Common Stock $ 17.8       04/25/200104/25/2011 Common Stock 15,000   15,000 I Shennan LLC
Option To Purchase Common Stock $ 32.93       04/03/200204/03/2012 Common Stock 15,000   15,000 I Shennan LLC
Option To Purchase Common Stock $ 39.54       04/09/200304/09/2013 Common Stock 15,000   15,000 I Shennan LLC
Option To Purchase Common Stock $ 50.05       04/26/200404/26/2014 Common Stock 15,000   15,000 I Shennan LLC
Option To Purchase Common Stock $ 53.8       05/06/200505/06/2015 Common Stock 16,500   16,500 I Shennan LLC
Option To Purchase Common Stock $ 43.22       05/05/200605/05/2016 Common Stock 9,039   9,039 I Shennan LLC
Option To Purchase Common Stock $ 38.25       04/30/200704/30/2017 Common Stock 10,396   10,396 I Shennan LLC
Explanation of Responses:
1. The reportable securities are cash-settled stock-based awards each representing the economic equivalent of one share of P.F. Chang's China Bistro Inc.'s common stock. The cash-settled stock-based awards will be settled on the earlier of (1) the date the board member ceases to be a member of the board or (2) a change in control of the company.
2. The reportable securities are restricted stock units, each representing a contingent right to receive one share of P.F. Chang's China Bistro, Inc.'s common stock. The restricted stock units vest one year following the transaction date, provided the reporting person's employment has not terminated prior to such date.
/s/ Mark D. Mumford, attorney-in-fact for James G. Shennan Jr.10/23/2009
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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