Sec Form 4 Filing - O'Neal Shaquille R @ PAPA JOHNS INTERNATIONAL INC - 2019-06-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person O'Neal Shaquille R 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) (Last) (First) (Middle) P. O. BOX 99900 3. Date of Earliest Transaction (MM/DD/YY) 06/12/2019 (Street) LOUISVILLE, KY40269 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/12/2019 A( 1 ) 87,136 A $ 0 ( 1 ) 89,693 D ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other O'Neal Shaquille R P. O. BOX 99900 LOUISVILLE, KY40269 X Signatures Debra Tate Johnson, by Power of Attorney 06/14/2019 Signature of Reporting Person Date

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) 27,012 RSUs will vest on June 12, 2020; (ii) 28,755 RSUs will vest on March 15, 2021; and (iii) 31,369 RSUs will vest on March 15, 2022. The RSUs were 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. ("PJMF"), under which the reporting person will deliver personal services to the Issuer and PJMF. ( 2 )Under his arrangement with ABG-Shaq, the reporting person received the RSUs as agent of ABG-Shaq and has an obligation to delver 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.

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).

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