Form 4 for PZZA PAPA JOHNS INTERNATIONAL INC
Accepted 2023-03-03 00:00:00 ET · period of report 2023-03-01 · accession 0000921895-23-000636 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| MI | 2023-03-03 | 2023-03-01 | PZZA | Smith Jeffrey C | See Footnote 1 | D - Sale to Iss | $82.52 | -2.18M | 31.2K | -99% | -$179.64M |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, par value $0.01 per share | 2023-03-01 | D | D | 99,259 | $82.52 | 33,086 | I By Starboard Value and Opportunity C LP | — | — | (F1) 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. (F4) 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. |
| 2 | Common | Common Stock, par value $0.01 per share | 2023-03-01 | D | D | 175,544 | $82.52 | 58,514 | I By Starboard Value and Opportunity S LLC | — | — | (F1) 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. (F3) 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. |
| 3 | Common | Common Stock, par value $0.01 per share | 2023-03-01 | D | D | 937,564 | $82.52 | 312,521 | I By Starboard Value and Opportunity Master Fund Ltd | — | — | (F1) 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. (F2) 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. |
| 4 | Common | Common Stock, par value $0.01 per share | 2023-03-01 | D | D | 309,080 | $82.52 | 103,027 | I By Managed Account of Starboard Value LP | — | — | (F1) 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. (F8) 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. |
| 5 | Common | Common Stock, par value $0.01 per share | 2023-03-01 | D | D | 132,253 | $82.52 | 44,085 | I By Starboard X Master Fund Ltd | — | — | (F1) 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. (F7) 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. |
| 6 | Common | Common Stock, par value $0.01 per share | 2023-03-01 | D | D | 429,630 | $82.52 | 0 | I By Starboard P Fund LP | — | — | (F1) 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. (F6) 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. |
| 7 | Common | Common Stock, par value $0.01 per share | 2023-03-01 | D | D | 93,598 | $82.52 | 31,199 | I By Starboard Value and Opportunity Master Fund L LP | — | — | (F1) 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. (F5) 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. |