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