SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

CHRISTOPHER P. DAVIS, ESQ.
KLEINBERG, KAPLAN, WOLFF & COHEN, P.C.

551 Fifth Avenue, New York, New York 10176

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(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.

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).

 

The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D").

Item 1.

Security and Issuer.

This statement relates to the Common Stock, $0.01 par value per share (the "Shares"), of Papa John's International, Inc., a Delaware corporation (the "Issuer").  The address of the principal executive offices of the Issuer is 2002 Papa John's Boulevard, Louisville, Kentucky 40299.

Item 2.

Identity and Background.

(i)

Legion Partners, L.P. I, a Delaware limited partnership ("Legion Partners I");

(ii)

Legion Partners, L.P. II, a Delaware limited partnership ("Legion Partners II");

(iii)

Legion Partners Special Opportunities, L.P. I, a Delaware limited partnership ("Legion Partners Special I");

(iv)

Legion Partners, LLC, a Delaware limited liability company ("Legion LLC"), which serves as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special I;

(v)

Legion Partners Asset Management, LLC, a Delaware limited liability company ("Legion Partners Asset Management"), which serves as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special I;

(vi)

Legion Partners Holdings, LLC, a Delaware limited liability company ("Legion Partners Holdings"), which serves as the sole member of Legion Partners Asset Management and sole member of Legion LLC;

(vii)

Christopher S. Kiper, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings;

(viii)

Raymond White, who serves as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings (Mr. White, together with Legion Partners I, Legion Partners II, Legion Partners Special I, Legion LLC, Legion Partners Asset Management, Legion Partners Holdings and Mr. Kiper shall be referred to herein collectively as "Legion"); and

(ix)

California State Teacher's Retirement System ("CalSTRS"), a California Government Employee Benefit Plan.

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

The securities of the Issuer purchased by each of Legion Partners I, Legion Partners II, Legion Partners Special I and Legion Partners Holdings 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 open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference.  The aggregate purchase price of the 880,660 Shares owned directly by Legion Partners I is approximately $39,973,176, including brokerage commissions. The aggregate purchase price of the 42,781 Shares owned directly by Legion Partners II is approximately $1,941,912, including brokerage commissions. The aggregate purchase price of the 802,545 Shares owned directly by Legion Partners Special I is approximately $37,280,470, including brokerage commissions. The aggregate purchase price of the 100 Shares owned directly by Legion Partners Holdings is approximately $4,654, including brokerage commissions.

The securities purchased by CalSTRS 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 open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 33,976 Shares owned directly by CalSTRS is approximately $1,163,638, including brokerage commissions.

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the securities of the Issuer based on the Reporting Persons' belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons believe the current market price does not reflect the Issuer's intrinsic value.  Based on preliminary interactions with the Issuer's Special Committee, the Reporting Persons are encouraged by the actions taken by the Issuer's Special Committee to begin to move the Company past recent controversies to meaningfully improve shareholder value. The Reporting Persons also believe multiple potential paths to significantly higher valuations exist for the issuer through strategic partnerships or improving operations as a stand-alone company. The Reporting Persons believe that meaningfully higher earnings power than the company has demonstrated historically is attainable through a combination of cost efficiencies and refranchising of company owned operations.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management, the Board and their advisors, engaging in discussions with shareholders of the Issuer and others about the Issuer and the Reporting Persons' investment, making proposals to the Issuer concerning changes to the capitalization, the ownership structure, the structure, composition and skill sets of the Board and senior management or the operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of such securities, entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic or beneficial exposure with respect to their investment in the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.

Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 31,619,630 Shares outstanding as of July 31, 2018 as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 7, 2018.

(a)

As of the close of business on October 1, 2018, Legion Partners I beneficially owned 880,660 Shares.

Percentage: Approximately 2.79%

(b)

1.

Sole power to vote or direct vote: 0

(c)

The transactions in the securities of the Issuer by Legion Partners I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

B.	Legion Partners II

(a)

As of the close of business on October 1, 2018, Legion Partners II beneficially owned 42,781 Shares.

Percentage: Less than 1%

(b)

1.

Sole power to vote or direct vote: 0

(c)

The transactions in the securities of the Issuer by Legion Partners II during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

C.	Legion Partners Special I

(a)

As of the close of business on October 1, 2018, Legion Partners Special I beneficially owned 802,545 Shares.

Percentage: 2.54%

(b)

1.

Sole power to vote or direct vote: 0

(c)

The transactions in the securities of the Issuer by Legion Partners Special I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

D.	Legion LLC

(a)

As of the close of business on October 1, 2018, Legion LLC, as the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special I, may be deemed the beneficial owner of the (i) 880,660 Shares beneficially owned by Legion Partners I, (ii) 42,781 Shares beneficially owned by Legion Partners II and (iii) 802,545 Shares beneficially owned by Legion Partners Special I.

Percentage: Approximately 5.46%

(b)

1.

Sole power to vote or direct vote: 0

(c)

Legion LLC has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

E.	Legion Partners Asset Management

(a)

As of the close of business on October 1, 2018, Legion Partners Asset Management, as the investment advisor of each of Legion Partners I, Legion Partners II and Legion Partners Special I, may also be deemed the beneficial owner of the (i) 880,660 Shares beneficially owned by Legion Partners I, (ii) 42,781 Shares beneficially owned by Legion Partners II and (iii) 802,545 Shares beneficially owned by Legion Partners Special I.

Percentage: Approximately 5.46%

(b)

1. Sole power to vote or direct vote: 0

(c)

Legion Partners Asset Management has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of each of Legion Partners I, Legion Partners II and Legion Partners Special I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

F.	Legion Partners Holdings

(a)

As of the close of business on October 1, 2018, Legion Partners Holdings beneficially owned 100 Shares. In addition, Legion Partners Holdings, as the sole member of Legion Partners Asset Management and the sole member of Legion LLC, may be deemed the beneficial owner of the (i) 880,660 Shares beneficially owned by Legion Partners I, (ii) 42,781 Shares beneficially owned by Legion Partners II and (iii) 802,545 Shares beneficially owned by Legion Partners Special I.

Percentage: Approximately 5.46%

(b)

1.

Sole power to vote or direct vote: 0

(c)

The transactions in the securities of the Issuer by Legion Partners Holdings, Legion Partners I, Legion Partners II and Legion Partners Special I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

G.	Messrs. Kiper and White

(a)

As of the close of business on October 1, 2018, each of Messrs. Kiper and White, as a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, may be deemed the beneficial owner of the (i) 100 Shares beneficially owned by Legion Partners Holdings, (ii) 880,660 Shares beneficially owned by Legion Partners I, (iii) 42,781 Shares beneficially owned by Legion Partners II and (iv) 802,545 Shares beneficially owned by Legion Partners Special I.

Percentage: Approximately 5.46%

(b)

1.

Sole power to vote or direct vote: 0

(c)

Neither Mr. Kiper nor Mr. White has entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer on behalf of each of Legion Partners Holdings, Legion Partners I, Legion Partners II and Legion Partners Special I during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

H.

CalSTRS

(a)

As of the close of business on October 1, 2018, CalSTRS beneficially owned 33,976 Shares.

Percentage: Less than 1%

(b)

1.

Sole power to vote or direct vote: 33,976

(c)

The transactions in the securities of the Issuer by CalSTRS during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

The filing of this Schedule 13D shall not be construed as 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 of the securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.²

 

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Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On October 1, 2018, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

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:  October 1, 2018

Transactions in the Securities of the Issuer During the Past Sixty (60) Days