Jeffrey C. Smith - Aug 19, 2021 Form 4/A - Amendment Insider Report for PAPA JOHNS INTERNATIONAL INC (PZZA)

Role
Director
Signature
/s/ Jeffrey C. Smith
Stock symbol
PZZA
Transactions as of
Aug 19, 2021
Transactions value $
-$85,400,000
Form type
4/A - Amendment
Date filed
8/20/2021, 08:01 AM
Date Of Original Report
Aug 20, 2021
Previous filing
Aug 3, 2021
Next filing
Aug 31, 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 Sale -$38.7M -317K -20.23% $122.00 1.25M Aug 19, 2021 By Starboard Value and Opportunity Master Fund Ltd F1, F2
transaction PZZA Common Stock, par value $0.01 per share Sale -$7.24M -59.4K -20.24% $122.00 234K Aug 19, 2021 By Starboard Value and Opportunity S LLC F1, F3
transaction PZZA Common Stock, par value $0.01 per share Sale -$4.1M -33.6K -20.23% $122.00 132K Aug 19, 2021 By Starboard Value and Opportunity C LP F1, F4
transaction PZZA Common Stock, par value $0.01 per share Sale -$3.86M -31.7K -20.24% $122.00 125K Aug 19, 2021 By Starboard Value and Opportunity Master Fund L LP F1, F5
transaction PZZA Common Stock, par value $0.01 per share Sale -$13.3M -109K -20.23% $122.00 430K Aug 19, 2021 By Starboard P Fund LP F1, F6
transaction PZZA Common Stock, par value $0.01 per share Sale -$5.46M -44.7K -20.24% $122.00 176K Aug 19, 2021 By Starboard X Master Fund Ltd F1, F7
transaction PZZA Common Stock, par value $0.01 per share Sale -$12.8M -105K -20.23% $122.00 412K Aug 19, 2021 By Managed Account of Starboard Value LP F1, F8
holding PZZA Common Stock, par value $0.01 per share 13.8K Aug 19, 2021 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The sales price reflected herein is amended to correct a scrivenor's error in the previously filed Form 4.
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.