Form Type: 4

Accession Number:	0000921895-20-001263
Date:	2020-04-30
Issuer:	PAPA JOHNS INTERNATIONAL INC (PZZA)
Original Submission Date:

Reporting Person:

SMITH JEFFREY C
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY 10017

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of Security	Transaction Date	2a. Deemed Execution Date	Transaction Code	Shares	Acquired or Disposed	Price per share	5. Amount of Securities Beneficially Owned Following Reported Transaction	6. Ownership Form Direct or Indirect	Nature of Indirect Ownership
COMMON STOCK, PAR VALUE $0.01 PER SHARE	2020-04-30		A	348	a	$71.92	7,710	direct
COMMON STOCK, PAR VALUE $0.01 PER SHARE	2020-04-30			0		$0.00	1,000	indirect	f1

Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security	Conversion or Exercise Price of Derivative Security	Transaction Date	Deemed Execution Date	Transaction Code	Number of Derivative Securities Acquired (A) or Disposed of (D)	Date Exercisable	Expiration Date	Title and Amount of Securities Underlying Derivative Security	Price of Derivative Security	Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership
SERIES B PREFERRED STOCK	50.06	2020-04-30	deemed execution date		0 ( )	2019-02-04		common stock, par value $0.01 per share 2,580,902	$50.06	129,200	indirect	by starboard value and opportunity master fund ltd
SERIES B PREFERRED STOCK	50.06	2020-04-30	deemed execution date		0 ( )	2019-02-04		common stock, par value $0.01 per share 423,731	$50.06	21,212	indirect	by starboard value and opportunity s llc
SERIES B PREFERRED STOCK	50.06	2020-04-30	deemed execution date		0 ( )	2019-02-04		common stock, par value $0.01 per share 239,592	$50.06	11,994	indirect	by starboard value and opportunity c lp
SERIES B PREFERRED STOCK	50.06	2020-04-30	deemed execution date		0 ( )	2019-02-04		common stock, par value $0.01 per share 225,928	$50.06	11,310	indirect	by starboard value and opportunity master fund l lp
SERIES B PREFERRED STOCK	50.06	2020-04-30	deemed execution date		0 ( )	2019-02-04		common stock, par value $0.01 per share 777,786	$50.06	38,936	indirect	by starboard p fund lp
SERIES B PREFERRED STOCK	50.06	2020-04-30	deemed execution date		0 ( )	2019-02-04		common stock, par value $0.01 per share 746,064	$50.06	37,348	indirect	by managed account of starboard value lp

Footnotes
ID	footnote
f1	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.
f2	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.
f3	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.
f4	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.
f5	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.
f6	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.
f7	as previously disclosed in the reporting person's section 16 filings with respect to the issuer, the 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 certificate of designation of series b convertible preferred stock, the governance agreement and the registration rights agreement, entered into with the issuer. the series b preferred stock has no stated maturity.

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