UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)¹

Papa John’s International, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

698813102

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18^th Floor

New York, New York 10017

(212) 845-7977

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 1, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

¹ Includes restricted stock units and dividend equivalent rights of the Issuer deemed invested in an equivalent number of Shares through a deferred compensation plan provided by the Issuer, all of which are distributable within sixty days of termination of Mr. Smith’s service on the Issuer’s Board of Directors (the “Board”).

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended to add the following:

On March 1, 2023, the Issuer agreed to accept the resignation tendered by Jeffrey C. Smith, effective immediately, as a member and Chair of the Board.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, and held in the Starboard Value LP Account were purchased with working capital pursuant to the terms of that certain Share Repurchase Agreement, dated May 11, 2021, as described in Amendment No. 4 to the Schedule 13D. The aggregate purchase price of the 311,521 Shares beneficially owned by Starboard V&O Fund is $15,594,741. The aggregate purchase price of the 58,514 Shares beneficially owned by Starboard S LLC is $2,292,211. The aggregate purchase price of the 33,086 Shares beneficially owned by Starboard C LP is $1,656,285. The aggregate purchase price of the 31,199 Shares beneficially owned by Starboard L Master is $1,561,822. The aggregate purchase price of the 44,085 Shares beneficially owned by Starboard X Master is approximately $2,206,895. The aggregate purchase price of the 103,027 Shares held in the Starboard Value LP Account is $5,157,532.

The aggregate purchase price of the 1,000 Shares directly owned by Starboard V&O Fund in record name is $45,041, excluding brokerage commissions.  Such Shares were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in an open market purchase.

The 17,138.8587 Shares beneficially owned by Mr. Smith represent Shares that were granted to Mr. Smith by the Issuer in his former capacity as a director of the Issuer.

Item 4 is hereby amended to add the following:

On March 1, 2023, the Issuer and certain of the Reporting Persons entered into a Share Repurchase Agreement (the “Repurchase Agreement”) pursuant to which, among other things, the Issuer agreed to repurchase from such Reporting Persons 2,176,928 Shares. As consideration for the repurchase, the Issuer will pay such Reporting Persons $82.52 per Share, for aggregate cash consideration of approximately $180 million. The Repurchase Agreement contains customary representations, warranties, and conditions to closing. The transactions contemplated by the Repurchase Agreement are expected to close on or about March 3, 2023.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 34,680,269 Shares outstanding, as of February 16, 2023 which is the total number of Shares outstanding as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2023.

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: 0%

Percentage: 0%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 1.7%

Percentage: Approximately 1.7%

Percentage: Approximately 1.7%

Percentage: Approximately 1.7%

Percentage: Approximately 1.7%

Percentage: Approximately 1.7%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(d)       No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)       As of March 1, 2023, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.

Item 6 is hereby amended to add the following:

On March 1, 2023, the Issuer and certain of the Reporting Persons entered into the Repurchase Agreement defined and described in Item 4 above, a copy of which is attached as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on March 2, 2023 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 3, 2023

SCHEDULE A

Transactions in the Shares During the Past Sixty Days¹

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD P FUND LP

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

STARBOARD X MASTER FUND LTD

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

JEFFREY C. SMITH

¹ Except as otherwise noted, each of the transactions listed herein this Schedule A was made in connection with the Repurchase Agreement defined and described in Item 4 above.

² Represents acquisition of Shares pursuant to the Issuer’s Nonqualified Deferred Compensation Plan.

³ Represents acquisition of dividend equivalent rights on restricted stock units awarded on May 9, 2019, May 8, 2020, May 10, 2021 and May 9, 2020, which are distributable in an equivalent number of Shares within sixty days of termination of Mr. Smith’s service on the Board.