| 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 | $78,404,423 | +1,566,209 | +156621% | $50.06 | 1,567,209 | 11 May 2021 | By Starboard Value and Opportunity Master Fund Ltd | F1 |
| transaction | PZZA | Common Stock, par value $0.01 per share | Options Exercise | $14,689,356 | +293,435 | $50.06 | 293,435 | 11 May 2021 | By Starboard Value and Opportunity S LLC | F2 | |
| transaction | PZZA | Common Stock, par value $0.01 per share | Options Exercise | $8,305,855 | +165,918 | $50.06 | 165,918 | 11 May 2021 | By Starboard Value and Opportunity C LP | F3 | |
| transaction | PZZA | Common Stock, par value $0.01 per share | Options Exercise | $7,832,187 | +156,456 | $50.06 | 156,456 | 11 May 2021 | By Starboard Value and Opportunity Master Fund L LP | F4 | |
| transaction | PZZA | Common Stock, par value $0.01 per share | Options Exercise | $26,963,267 | +538,619 | $50.06 | 538,619 | 11 May 2021 | By Starboard P Fund LP | F5 | |
| transaction | PZZA | Common Stock, par value $0.01 per share | Options Exercise | $11,066,864 | +221,072 | $50.06 | 221,072 | 11 May 2021 | By Starboard X Master Fund Ltd | F6 | |
| transaction | PZZA | Common Stock, par value $0.01 per share | Options Exercise | $25,863,549 | +516,651 | $50.06 | 516,651 | 11 May 2021 | By Managed Account of Starboard Value LP | F7 | |
| holding | PZZA | Common Stock, par value $0.01 per share | 11,370 | 11 May 2021 | Direct |
| 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 | $83,306,040 | -35,500 | -31% | $2346.65* | 77,719 | 11 May 2021 | Common Stock, par value $0.01 per share | 1,566,209 | $50.06 | By Starboard Value and Opportunity Master Fund Ltd | F1, F8 |
| transaction | PZZA | Series B Preferred Stock | Disposed to Issuer | $15,607,562 | -6,651 | -31% | $2346.65* | 14,561 | 11 May 2021 | Common Stock, par value $0.01 per share | 293,435 | $50.06 | By Starboard Value and Opportunity S LLC | F2, F8 |
| transaction | PZZA | Series B Preferred Stock | Disposed to Issuer | $8,825,747 | -3,761 | -31% | $2346.65* | 8,223 | 11 May 2021 | Common Stock, par value $0.01 per share | 165,918 | $50.06 | By Starboard Value and Opportunity C LP | F3, F8 |
| transaction | PZZA | Series B Preferred Stock | Disposed to Issuer | $8,321,217 | -3,546 | -31% | $2346.65* | 7,764 | 11 May 2021 | Common Stock, par value $0.01 per share | 156,456 | $50.06 | By Starboard Value and Opportunity Master Fund L LP | F4, F8 |
| transaction | PZZA | Series B Preferred Stock | Disposed to Issuer | $28,647,891 | -12,208 | -31% | $2346.65* | 26,728 | 11 May 2021 | Common Stock, par value $0.01 per share | 538,619 | $50.06 | By Starboard P Fund LP | F5, F8 |
| transaction | PZZA | Series B Preferred Stock | Disposed to Issuer | $11,759,058 | -5,011 | -31% | $2346.65* | 10,970 | 11 May 2021 | Common Stock, par value $0.01 per share | 221,072 | $50.06 | By Starboard X Master Fund Ltd | F6, F8 |
| transaction | PZZA | Series B Preferred Stock | Disposed to Issuer | $27,479,260 | -11,710 | -31% | $2346.65* | 25,638 | 11 May 2021 | Common Stock, par value $0.01 per share | 516,651 | $50.06 | By Managed Account of Starboard Value LP | F7, F8 |
| transaction | PZZA | Series B Preferred Stock | Options Exercise | $0 | -77,719 | -100% | $0.000000* | 0 | 11 May 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 | -14,561 | -100% | $0.000000* | 0 | 11 May 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 | -8,223 | -100% | $0.000000* | 0 | 11 May 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 | -7,764 | -100% | $0.000000* | 0 | 11 May 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 | -26,728 | -100% | $0.000000* | 0 | 11 May 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 | -10,970 | -100% | $0.000000* | 0 | 11 May 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 | -25,638 | -100% | $0.000000* | 0 | 11 May 2021 | Common Stock, par value $0.01 per share | 0 | $50.06 | By Managed Account of Starboard Value LP | F7, F8 |
| 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. |