0000921895-21-001310.txt : 20210513
0000921895-21-001310.hdr.sgml : 20210513
20210513200055
ACCESSION NUMBER: 0000921895-21-001310
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210511
FILED AS OF DATE: 20210513
DATE AS OF CHANGE: 20210513
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: 21921494
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: 1226
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_05132021.xml
OWNERSHIP DOCUMENT
X0306
4
2021-05-11
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
2021-05-11
4
M
0
1566209
50.06
A
1567209
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, par value $0.01 per share
2021-05-11
4
M
0
293435
50.06
A
293435
I
By Starboard Value and Opportunity S LLC
Common Stock, par value $0.01 per share
2021-05-11
4
M
0
165918
50.06
A
165918
I
By Starboard Value and Opportunity C LP
Common Stock, par value $0.01 per share
2021-05-11
4
M
0
156456
50.06
A
156456
I
By Starboard Value and Opportunity Master Fund L LP
Common Stock, par value $0.01 per share
2021-05-11
4
M
0
538619
50.06
A
538619
I
By Starboard P Fund LP
Common Stock, par value $0.01 per share
2021-05-11
4
M
0
221072
50.06
A
221072
I
By Starboard X Master Fund Ltd
Common Stock, par value $0.01 per share
2021-05-11
4
M
0
516651
50.06
A
516651
I
By Managed Account of Starboard Value LP
Common Stock, par value $0.01 per share
11370.3786
D
Series B Preferred Stock
50.06
2021-05-11
4
D
0
35500
2346.6490
D
2019-02-04
Common Stock, par value $0.01 per share
1566209
77719
I
By Starboard Value and Opportunity Master Fund Ltd
Series B Preferred Stock
50.06
2021-05-11
4
D
0
6651
2346.6490
D
2019-02-04
Common Stock, par value $0.01 per share
293435
14561
I
By Starboard Value and Opportunity S LLC
Series B Preferred Stock
50.06
2021-05-11
4
D
0
3761
2346.6490
D
2019-02-04
Common Stock, par value $0.01 per share
165918
8223
I
By Starboard Value and Opportunity C LP
Series B Preferred Stock
50.06
2021-05-11
4
D
0
3546
2346.6490
D
2019-02-04
Common Stock, par value $0.01 per share
156456
7764
I
By Starboard Value and Opportunity Master Fund L LP
Series B Preferred Stock
50.06
2021-05-11
4
D
0
12208
2346.6490
D
2019-02-04
Common Stock, par value $0.01 per share
538619
26728
I
By Starboard P Fund LP
Series B Preferred Stock
50.06
2021-05-11
4
D
0
5011
2346.6490
D
2019-02-04
Common Stock, par value $0.01 per share
221072
10970
I
By Starboard X Master Fund Ltd
Series B Preferred Stock
50.06
2021-05-11
4
D
0
11710
2346.6490
D
2019-02-04
Common Stock, par value $0.01 per share
516651
25638
I
By Managed Account of Starboard Value LP
Series B Preferred Stock
50.06
2021-05-11
4
M
0
77719
0
D
2019-02-04
Common Stock, par value $0.01 per share
0
0
I
By Starboard Value and Opportunity Master Fund Ltd
Series B Preferred Stock
50.06
2021-05-11
4
M
0
14561
0
D
2019-02-04
Common Stock, par value $0.01 per share
0
0
I
By Starboard Value and Opportunity S LLC
Series B Preferred Stock
50.06
2021-05-11
4
M
0
8223
0
D
2019-02-04
Common Stock, par value $0.01 per share
0
0
I
By Starboard Value and Opportunity C LP
Series B Preferred Stock
50.06
2021-05-11
4
M
0
7764
0
D
2019-02-04
Common Stock, par value $0.01 per share
0
0
I
By Starboard Value and Opportunity Master Fund L LP
Series B Preferred Stock
50.06
2021-05-11
4
M
0
26728
0
D
2019-02-04
Common Stock, par value $0.01 per share
0
0
I
By Starboard P Fund LP
Series B Preferred Stock
50.06
2021-05-11
4
M
0
10970
0
D
2019-02-04
Common Stock, par value $0.01 per share
0
0
I
By Starboard X Master Fund Ltd
Series B Preferred Stock
50.06
2021-05-11
4
M
0
25638
0
D
2019-02-04
Common Stock, par value $0.01 per share
0
0
I
By Managed Account of Starboard Value LP
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 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.
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.
Pursuant to the terms of the Share Repurchase Agreement entered into with the Issuer on May 11, 2021 with respect to the Series B Convertible Preferred Stock (the "Series B Preferred Stock"), which has no stated maturity, certain of the Reporting Person's affiliates made a disposition to the Issuer of certain of their respective shares of the Series B Preferred Stock and converted their remaining shares of the Series B Preferred Stock pursuant to the terms of the Certificate of Designation of the Series B Preferred Stock. As stated in the Share Repurchase Agreement, each of such dispositions and conversions is an exempt transaction pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
/s/ Jeffrey C. Smith
2021-05-13