Jeffrey C. Smith - May 10, 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 10, 2021
Transactions value $: $2,942
Form type: 4
Date filed: 5/25/2021, 06:01 PM
Next filing: May 13, 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	Award	$0	+2.1K	+18.44%	$0.00	13.5K	May 10, 2021	Direct	F1
transaction	PZZA	Common Stock, par value $0.01 per share	Award	$2.03K	+22	+0.16%	$92.19	13.5K	May 21, 2021	Direct	F2
transaction	PZZA	Common Stock, par value $0.01 per share	Award	$913	+9.91	+0.07%	$92.12	13.5K	May 21, 2021	Direct	F3
holding	PZZA	Common Stock, par value $0.01 per share						1.57M	May 10, 2021	By Starboard Value and Opportunity Master Fund Ltd	F4
holding	PZZA	Common Stock, par value $0.01 per share						293K	May 10, 2021	By Starboard Value and Opportunity S LLC	F5
holding	PZZA	Common Stock, par value $0.01 per share						166K	May 10, 2021	By Starboard Value and Opportunity C LP	F6
holding	PZZA	Common Stock, par value $0.01 per share						156K	May 10, 2021	By Starboard Value and Opportunity Master Fund L LP	F7
holding	PZZA	Common Stock, par value $0.01 per share						539K	May 10, 2021	By Starboard P Fund LP	F8
holding	PZZA	Common Stock, par value $0.01 per share						221K	May 10, 2021	By Starboard X Master Fund Ltd	F9
holding	PZZA	Common Stock, par value $0.01 per share						517K	May 10, 2021	By Managed Account of Starboard Value LP	F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Grant of restricted stock units which become fully vested upon the earlier of (i) the first anniversary of the date of the grant of the award; or (ii) the date of the Company's 2022 annual meeting of stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death or disability. Should the reporting person terminate service for any other reason, a prorated number of the restricted stock units will vest.
F2	Acquisition of dividend equivalent rights on restricted stock units awarded May 9, 2019, May 8, 2020 and May 10, 2021.
F3	Acquisition of dividends on shares held in Nonqualified Deferred Compensation Plan.
F4	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.
F5	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.
F6	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.
F7	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.
F8	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.
F9	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.
F10	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.