Form: 3

Initial statement of beneficial ownership of securities

August 11, 2010

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Sterrett Thomas V.

(Last) (First) (Middle)
P. O. BOX 99900

(Street)
LOUISVILLE KY 40269

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2010
3. Issuer Name and Ticker or Trading Symbol
PAPA JOHNS INTERNATIONAL INC [ PZZA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, International
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 2,558.5293 D
Common Stock 285.3604 I By 401(k) Plan
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options 12/31/2010 12/31/2013 Common Stock 10,000 18.43 D
Stock Options 10/10/2007 10/10/2010 Common Stock 500 25.79 D
Stock Options (1) 05/08/2013 Common Stock 3,737 26.31 D
Stock Options (2) 04/30/2014 Common Stock 2,982 26.54 D
Stock Options (3) 04/28/2015 Common Stock 2,783 27.26 D
Stock Options 04/28/2013(4) 04/28/2015 Common Stock 438 27.26 D
Stock Options 04/19/2008 04/19/2011 Common Stock 2,384 32.65 D
Stock Options 05/09/2010 05/09/2012 Common Stock 3,057 33.92 D
Explanation of Responses:
1. The award vests in three annual installments beginning one year from the grant date: 2491 options are currently exercisable; and 1246 options become exercisable on May 8, 2011.
2. The award vests in three annual installments beginning one year from the grant date: 993 options are currently exercisable; 993 options become exercisable on April 30, 2011; and 996 options become exercisable on April 30, 2012.
3. The award vests in three annual installments beginning one year from the grant date: 927 options become exercisable on April 28, 2011; 927 become exercisable on April 28, 2012; and 929 become exercisable on April 28, 2013.
4. Option to purchase under Papa John's International, Inc. 2008 Omnibus Incentive Plan in connection with the Company's Executive Equity Ownership Incentive Match Program. Seventy-three shares of common stock acquired by the Reporting Person on April 28, 2010 must be held for the vesting period or this option is forfeited.
Remarks:
Debra A. Breeden, by power of attorney 08/11/2010
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.