0000921895-23-000636.txt : 20230303
0000921895-23-000636.hdr.sgml : 20230303
20230303171712
ACCESSION NUMBER: 0000921895-23-000636
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230301
FILED AS OF DATE: 20230303
DATE AS OF CHANGE: 20230303
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: 23705802
MAIL ADDRESS:
STREET 1: 201 E LAS OLAS BOULEVARD, SUITE 1000
CITY: FORT LAUDERDALE
STATE: FL
ZIP: 33301
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: 1225
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_03022023.xml
OWNERSHIP DOCUMENT
X0306
4
2023-03-01
1
0000901491
PAPA JOHNS INTERNATIONAL INC
PZZA
0001362697
Smith Jeffrey C
C/O STARBOARD VALUE LP
201 E LAS OLAS BOULEVARD, SUITE 1000
FORT LAUDERDALE
FL
33301
0
0
0
1
See Footnote 1
Common Stock, par value $0.01 per share
17138.8587
D
Common Stock, par value $0.01 per share
2023-03-01
4
D
0
937564
82.52
D
312521
I
By Starboard Value and Opportunity Master Fund Ltd
Common Stock, par value $0.01 per share
2023-03-01
4
D
0
175544
82.52
D
58514
I
By Starboard Value and Opportunity S LLC
Common Stock, par value $0.01 per share
2023-03-01
4
D
0
99259
82.52
D
33086
I
By Starboard Value and Opportunity C LP
Common Stock, par value $0.01 per share
2023-03-01
4
D
0
93598
82.52
D
31199
I
By Starboard Value and Opportunity Master Fund L LP
Common Stock, par value $0.01 per share
2023-03-01
4
D
0
429630
82.52
D
0
I
By Starboard P Fund LP
Common Stock, par value $0.01 per share
2023-03-01
4
D
0
132253
82.52
D
44085
I
By Starboard X Master Fund Ltd
Common Stock, par value $0.01 per share
2023-03-01
4
D
0
309080
82.52
D
103027
I
By Managed Account of Starboard Value LP
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.
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 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.
/s/ Jeffrey C. Smith
2023-03-03