Form: 4

Statement of changes in beneficial ownership of securities

April 13, 2022

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
O'Neal Shaquille R
(Last) (First) (Middle)
P. O. BOX 99900
(Street)
LOUISVILLE KY 40269
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PAPA JOHNS INTERNATIONAL INC [ PZZA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/12/2022 A(1) 55,898 A $0.0000(1) 61,429(2) D(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents a grant to the reporting person of restricted stock units ("RSUs") which vest into an equivalent number of shares of the Issuer's common stock according to the following schedule: (i) 18,632 RSUs will vest on April 12, 2023; (ii) 18,632 RSUs will vest on March 15, 2024; and (iii) 18,634 RSUs will vest on March 15, 2025. The RSUs were awarded to the reporting person pursuant to the Endorsement Agreement, effective March 15, 2022, 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. ("PJMF"), under which the reporting person will deliver personal services to the Issuer and PJMF.
2. The number of securities held reflects the vesting of 31,369 restricted stock units ("RSUs") on March 15, 2022 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.
3. Under his arrangement with ABG-Shaq, the reporting person received the RSUs as agent of ABG-Shaq and has an obligation to deliver to ABG-Shaq any common stock issuable upon vesting of the RSUs. The reporting person has an equity interest in ABG-Shaq but has no investment authority over ABG-Shaq's portfolio securities. Accordingly, the reporting person disclaims direct or indirect beneficial ownership of the RSUs and underlying common stock reported herein.
Debra Tate Johnson, by Power of Attorney 04/13/2022
** 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 4 (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.