EX-FILING FEES
Published on August 8, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Papa John’s International, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
|
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
||||||||||||||
| Newly Registered Securities | |||||||||||||||||||||||||
| Fees to Be Paid | Debt | Senior Debt Securities | Rule 456(b) and Rule 457(r)(1) | (2) | (2) | (2) | (1) | (1) | |||||||||||||||||
| Debt | Subordinated Debt Securities | Rule 456(b) and Rule 457(r)(1) | (2) | (2) | (2) | (1) | (1) | ||||||||||||||||||
| Equity | Common Stock, par value $0.01 per share | Rule 456(b) and Rule 457(r)(1) | (2) | (2) | (2) | (1) | (1) | ||||||||||||||||||
| Equity | Preferred Stock, par value $0.01 per share | Rule 456(b) and Rule 457(r)(1) | (2) | (2) | (2) | (1) | (1) | ||||||||||||||||||
| Other | Depository Shares(3) | Rule 456(b) and Rule 457(r)(1) | (2) | (2) | (2) | (1) | (1) | ||||||||||||||||||
| Other | Warrants | Rule 456(b) and Rule 457(r)(1) | (2) | (2) | (2) | (1) | (1) | ||||||||||||||||||
| Other | Stock Purchase Contracts | Rule 456(b) and Rule 457(r)(1) | (2) | (2) | (2) | (1) | (1) | ||||||||||||||||||
| Other | Units(4) | Rule 456(b) and Rule 457(r)(1) | (2) | (2) | (2) | (1) | (1) | ||||||||||||||||||
| Fees Previously Paid | -- | -- | -- | -- | -- | -- | -- | -- | |||||||||||||||||
| Carry Forward Securities | |||||||||||||||||||||||||
| Carry Forward Securities | Equity | Common Stock, par value $0.01 per share | Rule 415(a)(6) | 2,758,360 | -- | $120,347,247 (5) | -- | -- | S-3ASR(5) | 333-233541(5) | August 30, 2019(5) | $26,675(5) | |||||||||||||
| Total Offering Amounts | $120,347,247 (5) | (1) | |||||||||||||||||||||||
| Total Fees Previously Paid | -- | ||||||||||||||||||||||||
| Total Fee Offsets | -- | ||||||||||||||||||||||||
| Net Fee Due | $0(1) | ||||||||||||||||||||||||
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| (1) | The registrant is relying on Rules 456(b) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”), to defer payment of all of the registration fee (except with respect to the carry forward securities identified in the table above, which registration fees have already been paid). In connection with the securities offered hereby, the registrant will pay “pay-as-you-go registration fees” in accordance with Rule 456(b) under the Securities Act. The registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee rate in effect on the date of such fee payment. |
| (2) | The registrant is hereby registering an indeterminate principal amount or number of the securities of each identified class, which may be offered from time to time in unspecified principal amounts or numbers at unspecified prices. Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder. Also includes such indeterminate principal amount or number of debt securities, shares of common stock, preferred stock and warrants as may be issued upon conversion or exchange of securities registered hereby, for which the registrant will receive no additional consideration. |
| (3) | Each depositary share will be issued under a deposit agreement and will be evidenced by a depositary receipt. |
| (4) | Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. |
| (5) | These unsold securities are being carried forward from the registrant’s prospectus supplement filed on August 30, 2019 (the “Starboard Resale Prospectus Supplement”) pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (the “Securities Act”) to the registrant’s automatic shelf registration statement on Form S-3ASR (No. 333-233541) filed with the Securities and Exchange Commission (the "SEC") on August 30, 2019 (the “Prior Registration Statement”), pursuant to Rule 415(a)(6) under the Securities Act. A total of 2,758,360 shares of common stock included in the Starboard Resale Prospectus Supplement remain unsold. In connection with the registration of these securities, a registration fee of $26,675 was previously paid, which registration fee will continue to be applied to these securities included in this Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of these securities carried forward pursuant to the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |
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