Jeffrey C. Smith - 01 Mar 2023 Form 4 Insider Report for PAPA JOHNS INTERNATIONAL INC (PZZA)

Reporting relationship: Other*
Issuer ticker: PZZA
Reported as of: 01 Mar 2023
Net transaction value: -$179,640,099
SEC form: 4
Accepted by SEC: 03 Mar 2023, 16:17:12 UTC
Prior SEC filing: 22 Feb 2023
Next SEC filing: 17 Mar 2023
Source filing: View source filing
Reporting owner signature: /s/ Jeffrey C. Smith

Key filing fact

Jeffrey C. Smith filed Form 4 for PAPA JOHNS INTERNATIONAL INC (PZZA) on 03 Mar 2023.

Key facts

This page summarizes Jeffrey C. Smith's Form 4 filing for PAPA JOHNS INTERNATIONAL INC (PZZA).
7 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 03 Mar 2023, 16:17.

Change

Previous filing in this sequence was filed on 22 Feb 2023.
Current net transaction value: -$179,640,099.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PZZA transaction

Common Stock, par value $0.01 per share

Disposed to Issuer

Transaction value: $77,367,781
Shares: -937,564
Change %: -75%
Price: $82.52
Shares after: 312,521
Date: 01 Mar 2023
Ownership: By Starboard Value and Opportunity Master Fund Ltd
Footnotes: F1, F2, F9

PZZA transaction

Common Stock, par value $0.01 per share

Disposed to Issuer

Transaction value: $14,485,891
Shares: -175,544
Change %: -75%
Price: $82.52
Shares after: 58,514
Date: 01 Mar 2023
Ownership: By Starboard Value and Opportunity S LLC
Footnotes: F1, F3, F9

PZZA transaction

Common Stock, par value $0.01 per share

Disposed to Issuer

Transaction value: $8,190,853
Shares: -99,259
Change %: -75%
Price: $82.52
Shares after: 33,086
Date: 01 Mar 2023
Ownership: By Starboard Value and Opportunity C LP
Footnotes: F1, F4, F9

PZZA transaction

Common Stock, par value $0.01 per share

Disposed to Issuer

Transaction value: $7,723,707
Shares: -93,598
Change %: -75%
Price: $82.52
Shares after: 31,199
Date: 01 Mar 2023
Ownership: By Starboard Value and Opportunity Master Fund L LP
Footnotes: F1, F5, F9

PZZA transaction

Common Stock, par value $0.01 per share

Disposed to Issuer

Transaction value: $35,453,068
Shares: -429,630
Change %: -100%
Price: $82.52
Shares after: 0
Date: 01 Mar 2023
Ownership: By Starboard P Fund LP
Footnotes: F1, F6, F9

PZZA transaction

Common Stock, par value $0.01 per share

Disposed to Issuer

Transaction value: $10,913,518
Shares: -132,253
Change %: -75%
Price: $82.52
Shares after: 44,085
Date: 01 Mar 2023
Ownership: By Starboard X Master Fund Ltd
Footnotes: F1, F7, F9

PZZA transaction

Common Stock, par value $0.01 per share

Disposed to Issuer

Transaction value: $25,505,282
Shares: -309,080
Change %: -75%
Price: $82.52
Shares after: 103,027
Date: 01 Mar 2023
Ownership: By Managed Account of Starboard Value LP
Footnotes: F1, F8, F9

PZZA holding

Common Stock, par value $0.01 per share

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 17,139
Date: 01 Mar 2023
Ownership: Direct
Footnotes: F1

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Jeffrey C. Smith is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 9 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.