Jeffrey C. Smith - Mar 1, 2023 Form 4 Insider Report for PAPA JOHNS INTERNATIONAL INC (PZZA)

Role: Other*
Signature: /s/ Jeffrey C. Smith
Stock symbol: PZZA
Transactions as of: Mar 1, 2023
Transactions value $: -$179,640,099
Form type: 4
Date filed: 3/3/2023, 04:17 PM
Previous filing: Feb 22, 2023
Next filing: Mar 17, 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	Disposed to Issuer	-$77.4M	-938K	-75%	$82.52	313K	Mar 1, 2023	By Starboard Value and Opportunity Master Fund Ltd	F1, F2, F9
transaction	PZZA	Common Stock, par value $0.01 per share	Disposed to Issuer	-$14.5M	-176K	-75%	$82.52	58.5K	Mar 1, 2023	By Starboard Value and Opportunity S LLC	F1, F3, F9
transaction	PZZA	Common Stock, par value $0.01 per share	Disposed to Issuer	-$8.19M	-99.3K	-75%	$82.52	33.1K	Mar 1, 2023	By Starboard Value and Opportunity C LP	F1, F4, F9
transaction	PZZA	Common Stock, par value $0.01 per share	Disposed to Issuer	-$7.72M	-93.6K	-75%	$82.52	31.2K	Mar 1, 2023	By Starboard Value and Opportunity Master Fund L LP	F1, F5, F9
transaction	PZZA	Common Stock, par value $0.01 per share	Disposed to Issuer	-$35.5M	-430K	-100%	$82.52	0	Mar 1, 2023	By Starboard P Fund LP	F1, F6, F9
transaction	PZZA	Common Stock, par value $0.01 per share	Disposed to Issuer	-$10.9M	-132K	-75%	$82.52	44.1K	Mar 1, 2023	By Starboard X Master Fund Ltd	F1, F7, F9
transaction	PZZA	Common Stock, par value $0.01 per share	Disposed to Issuer	-$25.5M	-309K	-75%	$82.52	103K	Mar 1, 2023	By Managed Account of Starboard Value LP	F1, F8, F9
holding	PZZA	Common Stock, par value $0.01 per share						17.1K	Mar 1, 2023	Direct	F1

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

Jeffrey C. Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On March 1, 2023, the Reporting Person notified the board of directors of the Issuer (the "Board") that he would be resigning from the Board effective immediately.
F2	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.
F3	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.
F4	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.
F5	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.
F6	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.
F7	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.
F8	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.
F9	Pursuant to the terms of the Share Repurchase Agreement entered into with the Issuer on March 1, 2023 with respect to the Issuer's shares of Common Stock, certain of the Reporting Person's affiliates made a disposition to the Issuer of certain of their respective shares of the Common Stock. As stated in the Share Repurchase Agreement, each of such dispositions is an exempt transaction pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.