Jeffrey C. Smith - Feb 18, 2022 Form 4 Insider Report for PAPA JOHNS INTERNATIONAL INC (PZZA)

Role: Director
Signature: /s/ Jeffrey C. Smith
Stock symbol: PZZA
Transactions as of: Feb 18, 2022
Transactions value $: $4,687
Form type: 4
Date filed: 2/23/2022, 07:06 PM
Previous filing: Jan 25, 2022
Next filing: Mar 25, 2022

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	$1.6K	+14	+0.1%	$114.20	14.1K	Feb 18, 2022	Direct	F1
transaction	PZZA	Common Stock, par value $0.01 per share	Award	$3.09K	+27	+0.19%	$114.27	14.1K	Feb 18, 2022	Direct	F2
holding	PZZA	Common Stock, par value $0.01 per share						1.25M	Feb 18, 2022	By Starboard Value and Opportunity Master Fund Ltd	F3
holding	PZZA	Common Stock, par value $0.01 per share						234K	Feb 18, 2022	By Starboard Value and Opportunity S LLC	F4
holding	PZZA	Common Stock, par value $0.01 per share						132K	Feb 18, 2022	By Starboard Value and Opportunity C LP	F5
holding	PZZA	Common Stock, par value $0.01 per share						125K	Feb 18, 2022	By Starboard Value and Opportunity Master Fund L LP	F6
holding	PZZA	Common Stock, par value $0.01 per share						430K	Feb 18, 2022	By Starboard P Fund LP	F7
holding	PZZA	Common Stock, par value $0.01 per share						176K	Feb 18, 2022	By Starboard X Master Fund Ltd	F8
holding	PZZA	Common Stock, par value $0.01 per share						412K	Feb 18, 2022	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 and May 10, 2021.
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.