SEC Form 3 · accession 0000921895-19-000498
PAPA JOHNS INTERNATIONAL INC · PZZA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey C Smith
Director
Period of report
Feb 4, 2019
Accepted (ET)
Feb 14, 2019 · 9:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000901491
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF4 | holding | — | — | — | 1,000 | I | By Starboard Value and Opportunity Master Fund Ltd |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF4,F2,F3,F1 | $50.06 | holding | — | — | — | Feb 4, 2019 | — | Common Stock, par value $0.01 per share | 2,580,902 | — | I |
| Series B Preferred StockF5,F2,F3,F1 | $50.06 | holding | — | — | — | Feb 4, 2019 | — | Common Stock, par value $0.01 per share | 387,534 | — | I |
| Series B Preferred StockF6,F2,F3,F1 | $50.06 | holding | — | — | — | Feb 4, 2019 | — | Common Stock, par value $0.01 per share | 223,731 | — | I |
| Series B Preferred StockF7,F2,F3,F1 | $50.06 | holding | — | — | — | Feb 4, 2019 | — | Common Stock, par value $0.01 per share | 207,750 | — | I |
| Series B Preferred StockF8,F2,F3,F1 | $50.06 | holding | — | — | — | Feb 4, 2019 | — | Common Stock, par value $0.01 per share | 595,285 | — | I |
| Series B Preferred StockF2,F3,F9 | $50.06 | holding | — | — | — | Feb 4, 2019 | — | Common Stock, par value $0.01 per share | 998,801 | — | I |
Explanation of responses
- F1The Reporting Person and certain of its affiliates purchased the Series B Convertible Preferred Stock (the "Series B Preferred Stock") pursuant to the terms of the Securities Purchase Agreement (the "SPA"), the Certificate of Designation of Series B Convertible Preferred Stock (the "Certificate of Designation"), the Governance Agreement and the Registration Rights Agreement (collectively, the "Transaction Documents"), entered into with the Issuer.
- F2The conversion price of the Series B Preferred Stock, prior to the Determination Date (defined in the Transaction Documents as the date that completes ten (10) weighted average prices of the Common Stock after the public announcement of the transactions contemplated by the Transaction Documents, i.e. February 15, 2019), is $50.06. The final conversion price, as of the Determination Date, will be 122.5% of the volume-weighted average trading price of the Common Stock for the ten consecutive trading days after February 4, 2019, subject to a floor and cap of $34.66 and $50.06, respectively, and subject to certain anti-dilution adjustments. Therefore, the amounts reported in this Form 3 are subject to change. The conversion rate for each share of Series B Preferred Stock is an amount equal to the quotient of (i) 1,000 and (ii) the conversion price. The Series B Preferred Stock has no stated maturity.
- F3The Reporting Person and certain of its affiliates may elect to convert the Series B Preferred Stock into shares of the Common Stock, at the applicable conversion rate, at any time and from time to time. The Issuer shall not convert any shares of Series B Preferred Stock (and any such conversion shall be null and void) to the extent that (i) after giving effect to such conversion, the Reporting Person and certain of its affiliates collectively would own in excess of 9.99% of the number of Common Stock outstanding immediately after giving effect to such conversion, or (ii) the conversion would result in the issuance of greater than 19.99% of the number of Common Stock outstanding as of the date of signing the SPA. The Series B Preferred Stock will have the right to vote with common shareholders on an as-converted basis on all matters, without regard to limitations on conversion other than the Exchange Cap and subject to certain limitations in the Certificate of Designation.
- F4Securities 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.
- F5Securities 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.
- F6Securities 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.
- F7Securities 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.
- F8Securities 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.
- F9Pursuant to the terms of the SPA, the Reporting Person and certain of its affiliates also have the option, exercisable at their discretion, to purchase up to an additional 50,000 shares of Series B Preferred Stock, on or prior to March 29, 2019, at a purchase price of $1,000 per share, subject to certain limitations. Such shares may be allocated among the Reporting Persons at their sole discretion. All closing conditions for the exercise of the option to purchase the Series B Preferred Stock can be satisfied or waived by the Reporting Person.