Jeffrey C. Smith - May 11, 2021 Form 4 Insider Report for PAPA JOHNS INTERNATIONAL INC (PZZA)

Role
Director
Signature
/s/ Jeffrey C. Smith
Stock symbol
PZZA
Transactions as of
May 11, 2021
Transactions value $
-$10,821,274
Form type
4
Date filed
5/13/2021, 08:00 PM
Previous filing
May 25, 2021
Next filing
Aug 2, 2021

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 Options Exercise $78.4M +1.57M +156620.9% $50.06 1.57M May 11, 2021 By Starboard Value and Opportunity Master Fund Ltd F1
transaction PZZA Common Stock, par value $0.01 per share Options Exercise $14.7M +293K $50.06 293K May 11, 2021 By Starboard Value and Opportunity S LLC F2
transaction PZZA Common Stock, par value $0.01 per share Options Exercise $8.31M +166K $50.06 166K May 11, 2021 By Starboard Value and Opportunity C LP F3
transaction PZZA Common Stock, par value $0.01 per share Options Exercise $7.83M +156K $50.06 156K May 11, 2021 By Starboard Value and Opportunity Master Fund L LP F4
transaction PZZA Common Stock, par value $0.01 per share Options Exercise $27M +539K $50.06 539K May 11, 2021 By Starboard P Fund LP F5
transaction PZZA Common Stock, par value $0.01 per share Options Exercise $11.1M +221K $50.06 221K May 11, 2021 By Starboard X Master Fund Ltd F6
transaction PZZA Common Stock, par value $0.01 per share Options Exercise $25.9M +517K $50.06 517K May 11, 2021 By Managed Account of Starboard Value LP F7
holding PZZA Common Stock, par value $0.01 per share 11.4K May 11, 2021 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PZZA Series B Preferred Stock Disposed to Issuer -$83.3M -35.5K -31.36% $2,346.65* 77.7K May 11, 2021 Common Stock, par value $0.01 per share 1.57M $50.06 By Starboard Value and Opportunity Master Fund Ltd F1, F8
transaction PZZA Series B Preferred Stock Disposed to Issuer -$15.6M -6.65K -31.35% $2,346.65* 14.6K May 11, 2021 Common Stock, par value $0.01 per share 293K $50.06 By Starboard Value and Opportunity S LLC F2, F8
transaction PZZA Series B Preferred Stock Disposed to Issuer -$8.83M -3.76K -31.38% $2,346.65* 8.22K May 11, 2021 Common Stock, par value $0.01 per share 166K $50.06 By Starboard Value and Opportunity C LP F3, F8
transaction PZZA Series B Preferred Stock Disposed to Issuer -$8.32M -3.55K -31.35% $2,346.65* 7.76K May 11, 2021 Common Stock, par value $0.01 per share 156K $50.06 By Starboard Value and Opportunity Master Fund L LP F4, F8
transaction PZZA Series B Preferred Stock Disposed to Issuer -$28.6M -12.2K -31.35% $2,346.65* 26.7K May 11, 2021 Common Stock, par value $0.01 per share 539K $50.06 By Starboard P Fund LP F5, F8
transaction PZZA Series B Preferred Stock Disposed to Issuer -$11.8M -5.01K -31.36% $2,346.65* 11K May 11, 2021 Common Stock, par value $0.01 per share 221K $50.06 By Starboard X Master Fund Ltd F6, F8
transaction PZZA Series B Preferred Stock Disposed to Issuer -$27.5M -11.7K -31.35% $2,346.65* 25.6K May 11, 2021 Common Stock, par value $0.01 per share 517K $50.06 By Managed Account of Starboard Value LP F7, F8
transaction PZZA Series B Preferred Stock Options Exercise $0 -77.7K -100% $0.00* 0 May 11, 2021 Common Stock, par value $0.01 per share 0 $50.06 By Starboard Value and Opportunity Master Fund Ltd F1, F8
transaction PZZA Series B Preferred Stock Options Exercise $0 -14.6K -100% $0.00* 0 May 11, 2021 Common Stock, par value $0.01 per share 0 $50.06 By Starboard Value and Opportunity S LLC F2, F8
transaction PZZA Series B Preferred Stock Options Exercise $0 -8.22K -100% $0.00* 0 May 11, 2021 Common Stock, par value $0.01 per share 0 $50.06 By Starboard Value and Opportunity C LP F3, F8
transaction PZZA Series B Preferred Stock Options Exercise $0 -7.76K -100% $0.00* 0 May 11, 2021 Common Stock, par value $0.01 per share 0 $50.06 By Starboard Value and Opportunity Master Fund L LP F4, F8
transaction PZZA Series B Preferred Stock Options Exercise $0 -26.7K -100% $0.00* 0 May 11, 2021 Common Stock, par value $0.01 per share 0 $50.06 By Starboard P Fund LP F5, F8
transaction PZZA Series B Preferred Stock Options Exercise $0 -11K -100% $0.00* 0 May 11, 2021 Common Stock, par value $0.01 per share 0 $50.06 By Starboard X Master Fund Ltd F6, F8
transaction PZZA Series B Preferred Stock Options Exercise $0 -25.6K -100% $0.00* 0 May 11, 2021 Common Stock, par value $0.01 per share 0 $50.06 By Managed Account of Starboard Value LP F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 Pursuant to the terms of the Share Repurchase Agreement entered into with the Issuer on May 11, 2021 with respect to the Series B Convertible Preferred Stock (the "Series B Preferred Stock"), which has no stated maturity, certain of the Reporting Person's affiliates made a disposition to the Issuer of certain of their respective shares of the Series B Preferred Stock and converted their remaining shares of the Series B Preferred Stock pursuant to the terms of the Certificate of Designation of the Series B Preferred Stock. As stated in the Share Repurchase Agreement, each of such dispositions and conversions is an exempt transaction pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.