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