Jeffrey C. Smith - Feb 17, 2023 Form 4 Insider Report for PAPA JOHNS INTERNATIONAL INC (PZZA)

Role
Director
Signature
/s/ Jeffrey C. Smith
Stock symbol
PZZA
Transactions as of
Feb 17, 2023
Transactions value $
$6,941
Form type
4
Date filed
2/22/2023, 06:54 PM
Previous filing
Feb 1, 2023
Next filing
Mar 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PZZA Common Stock, par value $0.01 per share Award $2.1K +22.2 +0.13% $94.86 17.1K Feb 17, 2023 Direct F1
transaction PZZA Common Stock, par value $0.01 per share Award $4.84K +51 +0.3% $94.89 17.1K Feb 17, 2023 Direct F2
holding PZZA Common Stock, par value $0.01 per share 1.25M Feb 17, 2023 By Starboard Value and Opportunity Master Fund Ltd F3
holding PZZA Common Stock, par value $0.01 per share 234K Feb 17, 2023 By Starboard Value and Opportunity S LLC F4
holding PZZA Common Stock, par value $0.01 per share 132K Feb 17, 2023 By Starboard Value and Opportunity C LP F5
holding PZZA Common Stock, par value $0.01 per share 125K Feb 17, 2023 By Starboard Value and Opportunity Master Fund L LP F6
holding PZZA Common Stock, par value $0.01 per share 430K Feb 17, 2023 By Starboard P Fund LP F7
holding PZZA Common Stock, par value $0.01 per share 176K Feb 17, 2023 By Starboard X Master Fund Ltd F8
holding PZZA Common Stock, par value $0.01 per share 412K Feb 17, 2023 By Managed Account of Starboard Value LP F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Acquisition of dividends on shares held in Nonqualified Deferred Compensation Plan.
F2 Acquisition of dividend equivalent rights on restricted stock units awarded May 9, 2019, May 8, 2020, May 10, 2021 and May 9, 2022.
F3 Securities beneficially owned by Starboard Value and Opportunity Master Fund Ltd ("Starboard V&O Fund"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP LLC ("Starboard Value GP"), the general partner of the investment manager of Starboard V&O Fund, and as a member and member of the Management Committee of Starboard Principal Co GP LLC ("Principal GP"), the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard V&O Fund for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"). The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F4 Securities beneficially owned by Starboard Value and Opportunity S LLC ("Starboard S LLC"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the manager of Starboard S LLC, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard S LLC for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F5 Securities beneficially owned by Starboard Value and Opportunity C LP ("Starboard C LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard C LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard C LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F6 Securities beneficially owned by Starboard Value and Opportunity Master Fund L LP ("Starboard L Master"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard L Master, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard L Master for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F7 Securities beneficially owned by Starboard P Fund LP ("Starboard P LP"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard P LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard P LP for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F8 Securities beneficially owned by Starboard X Master Fund Ltd ("Starboard X Master"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of the investment manager of Starboard X Master, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities directly held by Starboard X Master for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F9 Securities held in a certain account managed by Starboard Value LP (the "Starboard Value LP Account"). The Reporting Person, solely by virtue of his position as a member of the Management Committee of Starboard Value GP, the general partner of Starboard Value LP, and as a member and member of the Management Committee of Principal GP, the general partner of the member of Starboard Value GP, may be deemed to beneficially own the securities held in the Starboard Value LP Account for purposes of Section 16. The Reporting Person expressly disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.