PZZA

SEC source: 0001225208-21-008552 · doc4.xml · nonDerivative · entry 3

SANFILIPPO ANTHONY MICHAEL · CIK 0001257587 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,318.488

F3 · kind: Acquisition of dividends on shares held in Nonqualified Deferred Compensation Plan.

SEC source: 0001225208-21-008552 · doc4.xml · nonDerivative · entry 2

SANFILIPPO ANTHONY MICHAEL · CIK 0001257587 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,310.1369

F2 · kind: Acquisition of dividend equivalent rights on restricted stock units awarded May 9, 2019, May 8, 2020 and May 10, 2021.

SEC source: 0001225208-21-008549 · doc4.xml · nonDerivative · entry 2

O'Neal Shaquille R · CIK 0001772011 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,857

F3 · kind: Acquisition of dividend equivalent rights on restricted stock units awarded May 9, 2019, May 8, 2020 and May 10, 2021.

SEC source: 0001225208-21-008550 · doc4.xml · nonDerivative · entry 3

KIRTLEY OLIVIA F · CIK 0001086323 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,225.9627

F3 · kind: Acquisition of dividend equivalent rights on restricted stock units awarded May 9, 2019, May 8, 2020 and May 10, 2021.

SEC source: 0001225208-21-008550 · doc4.xml · nonDerivative · entry 2

KIRTLEY OLIVIA F · CIK 0001086323 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,213.9627

F2 · kind: Acquisition of dividends on shares held in Nonqualified Deferred Compensation Plan.

SEC source: 0001225208-21-008551 · doc4.xml · nonDerivative · entry 2

Medina Sonya E · CIK 0001653929 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,899

F2 · kind: Acquisition of dividend equivalent rights on restricted stock units awarded May 9, 2019, May 8, 2020 and May 10, 2021.

SEC source: 0001225208-21-008548 · doc4.xml · nonDerivative · entry 3

KOELLNER LAURETTE T · CIK 0001182054 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,127.1806

F3 · kind: Acquisition of dividends on shares held in Nonqualified Deferred Compensation Plan.

SEC source: 0001225208-21-008548 · doc4.xml · nonDerivative · entry 2

KOELLNER LAURETTE T · CIK 0001182054 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,118.5257

F2 · kind: Acquisition of dividend equivalent rights on restricted stock units awarded May 9, 2019, May 8, 2020 and May 10, 2021.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 22

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.01 per share · 0 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.expiration_date: 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.

F7 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 21

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 0

Underlying: Common Stock, par value $0.01 per share · 0 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.expiration_date: 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.

F6 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 20

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard P Fund LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.01 per share · 0 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.expiration_date: 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.

F5 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 19

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity Master Fund L LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.01 per share · 0 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.expiration_date: 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.

F4 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 18

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 0

Underlying: Common Stock, par value $0.01 per share · 0 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.expiration_date: 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.

F3 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 17

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 0

Underlying: Common Stock, par value $0.01 per share · 0 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.expiration_date: 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.

F2 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 16

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity Master Fund Ltd

Disclosed balance after: 0

Underlying: Common Stock, par value $0.01 per share · 0 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F8 · derivative.expiration_date: 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.

F1 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 15

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 25,638

Underlying: Common Stock, par value $0.01 per share · 516,651 shares

Expires not disclosed

F8 · derivative.expiration_date: 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.

F7 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 14

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 10,970

Underlying: Common Stock, par value $0.01 per share · 221,072 shares

Expires not disclosed

F8 · derivative.expiration_date: 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.

F6 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 13

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard P Fund LP

Disclosed balance after: 26,728

Underlying: Common Stock, par value $0.01 per share · 538,619 shares

Expires not disclosed

F8 · derivative.expiration_date: 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.

F5 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 12

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity Master Fund L LP

Disclosed balance after: 7,764

Underlying: Common Stock, par value $0.01 per share · 156,456 shares

Expires not disclosed

F8 · derivative.expiration_date: 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.

F4 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 11

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 8,223

Underlying: Common Stock, par value $0.01 per share · 165,918 shares

Expires not disclosed

F8 · derivative.expiration_date: 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.

F3 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 10

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 14,561

Underlying: Common Stock, par value $0.01 per share · 293,435 shares

Expires not disclosed

F8 · derivative.expiration_date: 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.

F2 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · derivative · entry 9

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity Master Fund Ltd

Disclosed balance after: 77,719

Underlying: Common Stock, par value $0.01 per share · 1,566,209 shares

Expires not disclosed

F8 · derivative.expiration_date: 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.

F1 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · nonDerivative · entry 7

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Managed Account of Starboard Value LP

Disclosed balance after: 516,651

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · nonDerivative · entry 6

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard X Master Fund Ltd

Disclosed balance after: 221,072

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · nonDerivative · entry 5

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard P Fund LP

Disclosed balance after: 538,619

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · nonDerivative · entry 4

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity Master Fund L LP

Disclosed balance after: 156,456

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · nonDerivative · entry 3

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity C LP

Disclosed balance after: 165,918

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · nonDerivative · entry 2

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity S LLC

Disclosed balance after: 293,435

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · ownership.nature: 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.

SEC source: 0000921895-21-001310 · form406297249_05132021.xml · nonDerivative · entry 1

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Starboard Value and Opportunity Master Fund Ltd

Disclosed balance after: 1,567,209

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.nature: 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.

SEC source: 0001225208-21-008052 · doc4.xml · nonDerivative · entry 1

Swaysland Jack H · CIK 0001739868 · COO, International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,661

SEC source: 0001225208-21-008051 · doc4.xml · nonDerivative · entry 1

Oyler Caroline Miller · CIK 0001732489 · Chief Legal & Risk Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,316

SEC source: 0000921895-21-001491 · form406297249_05252021.xml · nonDerivative · entry 1

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,467.3786

F1 · kind: Grant of restricted stock units which become fully vested upon the earlier of (i) the first anniversary of the date of the grant of the award; or (ii) the date of the Company's 2022 annual meeting of stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death or disability. Should the reporting person terminate service for any other reason, a prorated number of the restricted stock units will vest.

SEC source: 0001225208-21-008554 · doc4.xml · nonDerivative · entry 1

Coleman Christopher L. · CIK 0001560839 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,014

F1 · kind: Grant of restricted stock units which become fully vested upon the earlier of (i) the first anniversary of the date of the grant of the award; or (ii) the date of the Company's 2022 annual meeting of stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death or disability. Should the reporting person terminate service for any other reason, a prorated number of the restricted stock units will vest.

SEC source: 0001225208-21-008553 · doc4.xml · nonDerivative · entry 1

Mangan Jocelyn C · CIK 0001771082 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,476

F1 · kind: Grant of restricted stock units which become fully vested upon the earlier of (i) the first anniversary of the date of the grant of the award; or (ii) the date of the Company's 2022 annual meeting of stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death or disability. Should the reporting person terminate service for any other reason, a prorated number of the restricted stock units will vest.

SEC source: 0001225208-21-008552 · doc4.xml · nonDerivative · entry 1

SANFILIPPO ANTHONY MICHAEL · CIK 0001257587 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,297.1369

F1 · kind: Grant of restricted stock units which become fully vested upon the earlier of (i) the first anniversary of the date of the grant of the award; or (ii) the date of the Company's 2022 annual meeting of stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death or disability. Should the reporting person terminate service for any other reason, a prorated number of the restricted stock units will vest.

SEC source: 0001225208-21-008549 · doc4.xml · nonDerivative · entry 1

O'Neal Shaquille R · CIK 0001772011 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,845

F1 · kind: Grant of restricted stock units which become fully vested upon the earlier of (i) the first anniversary of the date of the grant of the award; or (ii) the date of the Company's 2022 annual meeting of stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death or disability. Should the reporting person terminate service for any other reason, a prorated number of the restricted stock units will vest.

F2 · balance_after: The number of securities held reflects the vesting of 28,755 restricted stock units ("RSUs") on March 15, 2021 originally awarded to the reporting person pursuant to the Endorsement Agreement, effective March 15, 2019, by and among, on the one hand, ABG-Shaq, LLC (ABG-Shaq) and, on the other hand, the Issuer and Papa John's Marketing Fund, Inc. Under the reporting person's arrangement with ABG-Shaq, the reporting person received the RSUs as agent of ABG-Shaq and was obligated to deliver to ABG-Shaq the common stock issued upon vesting.

SEC source: 0001225208-21-008550 · doc4.xml · nonDerivative · entry 1

KIRTLEY OLIVIA F · CIK 0001086323 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 81,031.1069

F1 · kind: Grant of restricted stock units which become fully vested upon the earlier of (i) the first anniversary of the date of the grant of the award; or (ii) the date of the Company's 2022 annual meeting of stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death or disability. Should the reporting person terminate service for any other reason, a prorated number of the restricted stock units will vest.

SEC source: 0001225208-21-008551 · doc4.xml · nonDerivative · entry 1

Medina Sonya E · CIK 0001653929 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,887

F1 · kind: Grant of restricted stock units which become fully vested upon the earlier of (i) the first anniversary of the date of the grant of the award; or (ii) the date of the Company's 2022 annual meeting of stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death or disability. Should the reporting person terminate service for any other reason, a prorated number of the restricted stock units will vest.

SEC source: 0001225208-21-008548 · doc4.xml · nonDerivative · entry 1

KOELLNER LAURETTE T · CIK 0001182054 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,106.5257

F1 · kind: Grant of restricted stock units which become fully vested upon the earlier of (i) the first anniversary of the date of the grant of the award; or (ii) the date of the Company's 2022 annual meeting of stockholders, provided the reporting person remains in continuous service on the Board until such date, but the award may vest earlier in the event of death or disability. Should the reporting person terminate service for any other reason, a prorated number of the restricted stock units will vest.

SEC source: 0001225208-21-007510 · doc4.xml · nonDerivative · entry 1

Boakye Marvin · CIK 0001765989 · Chief People & Diversity Ofc

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,734.8411

SEC source: 0000921895-21-001209 · form406297249_05042021.xml · nonDerivative · entry 1

Smith Jeffrey C · CIK 0001362697 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,370.3786

SEC source: 0001225208-21-007511 · doc4.xml · nonDerivative · entry 1

Clark Amanda · CIK 0001803297 · Chief Development Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,872.2642

SEC source: 0001225208-21-007509 · doc4.xml · nonDerivative · entry 1

SANFILIPPO ANTHONY MICHAEL · CIK 0001257587 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,986.1369

SEC source: 0001225208-21-006229 · doc4.xml · nonDerivative · entry 1

Boakye Marvin · CIK 0001765989 · Chief People & Diversity Ofc

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,695.0259

SEC source: 0001225208-21-006230 · doc4.xml · nonDerivative · entry 1

Clark Amanda · CIK 0001803297 · Chief Development Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,859.4239

SEC source: 0001225208-21-004376 · doc4.xml · nonDerivative · entry 3

Boakye Marvin · CIK 0001765989 · Chief People & Diversity Ofc

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,660.3134

F1 · kind: Grant of shares of restricted stock vesting in three equal annual installments beginning one year from the grant date.

SEC source: 0001225208-21-004379 · doc4.xml · nonDerivative · entry 1

GUGINO ANN B · CIK 0001552050 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,793

F1 · kind: Grant of shares of restricted stock vesting in three equal annual installments beginning one year from the grant date.

SEC source: 0001225208-21-004384 · doc4.xml · nonDerivative · entry 2

Wetzel Christopher Maxwell · CIK 0001794992 · Chief Comm & Marketing Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,998

F1 · kind: Grant of shares of restricted stock vesting in three equal annual installments beginning one year from the grant date.

SEC source: 0001225208-21-004383 · doc4.xml · nonDerivative · entry 3

Swaysland Jack H · CIK 0001739868 · COO, International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,765

SEC source: 0001225208-21-004383 · doc4.xml · nonDerivative · entry 2

Swaysland Jack H · CIK 0001739868 · COO, International

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,190

F1 · kind: Grant of shares of restricted stock vesting in three equal annual installments beginning one year from the grant date.