-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WLLyS7lEFvRv19wzC+rp5Li0JlbLKT62Nvf2QNDMFjpfXjDcJddOyZ0EsJHjX11E hWztxWV7f/P2VoLLGMldqA== 0001225208-08-010128.txt : 20080609 0001225208-08-010128.hdr.sgml : 20080609 20080609133034 ACCESSION NUMBER: 0001225208-08-010128 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080605 FILED AS OF DATE: 20080609 DATE AS OF CHANGE: 20080609 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: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHNATTER CHARLES W CENTRAL INDEX KEY: 0000933446 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21660 FILM NUMBER: 08887583 MAIL ADDRESS: STREET 1: 11492 BLUEGRASS PARKWAY STREET 2: STE 175 CITY: LOUISVILLE STATE: KY ZIP: 40299-2370 4 1 doc4.xml X0202 4 2008-06-05 0000901491 PAPA JOHNS INTERNATIONAL INC PZZA 0000933446 SCHNATTER CHARLES W 2002 PAPA JOHN'S BOULEVARD LOUISVILLE KY 40299 1 Senior VP and CDO Forward sale contract (obligation to sell) 0 2008-06-05 4 J 0 50000 0 A 2010-06-04 2010-06-04 Common Stock 50000 50000 D On June 5, 2008, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. Due to the character limitations on footnotes, please see Remarks below for complete text of footnote. Codes J and K apply. Due to the character limitations on footnotes, please see Remarks below for remaining text of footnote. On June 5, 2008, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 50,000 shares of Papa John's International, Inc. ("PJI") common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of PJI common stock at that time) on the maturity date of the contract (June 4, 2010). In exchange for assuming this obligation, the reporting person received a cash payment of $1,276,852.58 as of the date of entering into the contract. The reporting person pledged 50,000 shares of PJI common stock (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of PJI common stock to be delivered to the buyer on the maturity date is to be determined as follows: (a) if the closing price of P JI common stock on the maturity date (the "Settlement Price") is less than or equal to $29.4545 (the "Floor Price"), the reporting person will deliver to the buyer all of the Pledged Shares; (b) if the Settlement Price is between the Floor Price and $36.8181 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of PJI common stock equal to the product of (i) 50,000 shares and (ii) the quotient of the Floor Price and the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer a number of shares of PJI common stock equal to the product of (i) 50,000 shares and (ii) one minus the quotient of (x) the Cap Price less the Floor Price and (y) the Settlement Price. Kenneth M. Cox, by power of attorney 2008-06-09 -----END PRIVACY-ENHANCED MESSAGE-----