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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DOMINOS PIZZA INC [ DPZ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/06/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $.01 par value | 06/06/2005 | J(5) | 2,894,549 | D | (5) | 24,262,740 | I | See footnotes(1)(2)(3)(4) | ||
| Common Stock, $.01 par value | 06/06/2005 | S | 33,750(6) | D | $21.76 | 24,228,990 | I | See footnotes(3) | ||
| Non-Voting Common Stock, $.01 par value(7) | 06/06/2005 | J(5) | 772,949 | D | (5) | 0 | I | See footnotes(8) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Bain Capital Investors, LLC ("BCI"), is the sole general partner of Bain Capital Partners VI, L.P. ("BCP"), which is the sole general partner of Bain Capital Fund VI, L.P. ("Fund VI, L.P."). As a result, each of BCI, BCP and Fund VI, L.P. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund VI, L.P. Each of BCI and BCP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 2. BCP is the sole general partner of Bain Capital VI Coinvestment Fund, L.P. ("Coinvestment Fund VI, L.P."). As a result, each of BCI, BCP and Coinvestment Fund VI, L.P. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Coinvestment Fund VI, L.P. Each of BCI and BCP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 3. BCI is the managing general partner of each of BCIP Associates II ("BCIP II"), BCIP Associates II-B ("BCIP II-B"), BCIP Trust Associates II, ("BCIPT II"), BCIP Trust Associates II-B ("BCIPT II-B"), BCIP Associates II-C ("BCIP II-C"), BCIP Repurchase Holdings ("BCIPRH") and BCIP Trust Repurchase Holdings ("BCIPTRH" and, together with BCIP II, BCIP II-B, BCIPT II, BCIPT II-B, BCIP II-C and BCIPRH, the "BCIP Funds") and thus may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by the BCIP Funds. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 4. BCI is the attorney-in-fact for PEP Investments PTY Ltd. ("PEP") and as a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by PEP. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| 5. Distribution to partners and includes subsequent distributions by general partners to their respective partners. |
| 6. Includes 17,538 shares sold by BCIP II, 1,946 shares sold by BCIP II-B, 5,525 shares sold by BCIPT II, 2,130 shares sold by BCIPT II-B and 6,611 shares sold by BCIP II-C. BCI disclaims beneficial ownership of all such shares, in which it did not have a pecuniary interest. Each of such sales was executed pursuant to a stock trading plan dated June 3, 2005. |
| 7. Shares of Non-Voting Common Stock are convertible on a one-to-one basis into shares of Domino's Pizza, Inc. Common Stock, $.01 par value, upon transfer to a non-affiliate of the holder or otherwise in a brokerage transaction. |
| 8. BCI is the sole general partner of BCP. As a result, each of BCI and BCP may be deemed to share voting and dispositive power with respect to the shares of Non-Voting Common Stock held by BCP. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| Bain Capital Investors, LLC | 06/08/2005 | |
| by: /s/ Michael F. Goss | 06/08/2005 | |
| ** 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. | ||