0000921895-19-000962.txt : 20190401 0000921895-19-000962.hdr.sgml : 20190401 20190401214940 ACCESSION NUMBER: 0000921895-19-000962 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190328 FILED AS OF DATE: 20190401 DATE AS OF CHANGE: 20190401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Jeffrey C CENTRAL INDEX KEY: 0001362697 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21660 FILM NUMBER: 19722662 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PAPA JOHNS INTERNATIONAL INC CENTRAL INDEX KEY: 0000901491 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 611203323 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 BUSINESS ADDRESS: STREET 1: 2002 PAPA JOHNS BOULEVARD CITY: LOUISVILLE STATE: KY ZIP: 40299-2334 BUSINESS PHONE: 5022617272 MAIL ADDRESS: STREET 1: P O BOX 99900 CITY: LOUISVILLE STATE: KY ZIP: 40269-9990 4 1 form406297249_04012019.xml OWNERSHIP DOCUMENT X0306 4 2019-03-28 0 0000901491 PAPA JOHNS INTERNATIONAL INC PZZA 0001362697 Smith Jeffrey C 777 THIRD AVENUE, 18TH FLOOR NEW YORK NY 10017 1 0 0 0 Common Stock, par value $0.01 per share 1000 I By Starboard Value and Opportunity Master Fund Ltd Series B Preferred Stock 50.06 2019-02-04 Common Stock, par value $0.01 per share 2580902 129200 I By Starboard Value and Opportunity Master Fund Ltd Series B Preferred Stock 50.06 2019-03-28 4 C 0 1812 1000 A 2019-02-04 Common Stock, par value $0.01 per share 423731 21212 I By Starboard Value and Opportunity S LLC Series B Preferred Stock 50.06 2019-03-28 4 C 0 794 1000 A 2019-02-04 Common Stock, par value $0.01 per share 239592 11994 I By Starboard Value and Opportunity C LP Series B Preferred Stock 50.06 2019-03-28 4 C 0 910 1000 A 2019-02-04 Common Stock, par value $0.01 per share 225928 11310 I By Starboard Value and Opportunity Master Fund L LP Series B Preferred Stock 50.06 2019-03-28 4 C 0 38936 1000 A 2019-02-04 Common Stock, par value $0.01 per share 777786 38936 I By Starboard P Fund LP Series B Preferred Stock 50.06 2019-03-28 4 C 0 7548 1000 A 2019-02-04 Common Stock, par value $0.01 per share 746064 37348 I By Managed Account of Starboard Value LP As previously disclosed in the Reporting Person's Form 3, the Reporting Person and certain of its affiliates purchased the Series B Convertible Preferred Stock (the "Series B Preferred Stock") pursuant to the terms of the Securities Purchase Agreement (the "SPA"), the Certificate of Designation of Series B Convertible Preferred Stock, the Governance Agreement and the Registration Rights Agreement, entered into with the Issuer. Pursuant to the terms of the SPA, the Reporting Person and certain of its affiliates exercised their option to purchase an additional 50,000 shares of Series B Preferred Stock at a purchase price of $1,000 per share. This Form 4 reflects the allocation of the additional 50,000 Series B Preferred Stock among certain afilliates of the Reporting Person. The Series B Preferred Stock has no stated maturity. 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. 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. 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. 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. 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. 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. /s/ Jeffrey C. Smith 2019-04-01