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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* NUNNELLY MARK E (Last) (First) (Middle) C/O BAIN CAPITAL, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol DOMINOS PIZZA INC [ DPZ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/06/2005
	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, $.01 par value	06/06/2005		J(7)		2,879,792	D	(7)	27,619,160	I	See footnotes.(1)(2)(3)(4)(5)(6)
Common Stock, $.01 par value	06/06/2005		S		181,640(8)	D	$21.76	27,437,520	I	See footnotes.(1)(2)(3)(4)(5)(6)
Common Stock, $.01 par value								74,322(7)	D
Non-Voting Common Stock, $.01 par value(9)	06/06/2005		J(7)		772,949	D	(7)	0	I	See footnotes.(2)(6)
Non-Voting Common Stock, $.01 par value(9)								79,044(7)	D

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. Mark E. Nunnelly is a member of Bain Capital Investors, LLC ("BCI"). BCI is the managing general partner of each of BCIP Associates II ("BCIP II"), BCIP Trust Associates II ("BCIP Trust II"), BCIP Associates II-C ("BCIP II-C"), BCIP Repurchase Holdings ("BCIPRH") and BCIP Trust Repurchase Holdings ("BCIPTRH"). By virtue of this relationship, Mr. Nunnelly may be deemed to share voting and dispositive power with respect to the 1,027,664 shares owned by BCIP II, the 124,480 shares owned by BCIP Trust II, the 231 shares owned by BCIPRH and the 108 shares owned by BCIPTRH.

2. BCI is the sole general partner of Bain Capital Partners VI, L.P. ("Partners VI") and Partners VI is the sole general partner of Bain Capital Fund VI, L.P. ("Fund VI") and Bain Capital VI Coinvestment Fund, L.P. ("Coinvest VI"). Partners VI is a general partner of BCIP Associates II-C ("BCIP II-C"). By virtue of these relationships, Mr. Nunnelly may be deemed to share voting and dispositive power with respect to the 10,535,179 shares held by Fund VI, the 11,991,832 shares held by Coinvest VI and the 297,151 shares held by BCIP II-C.

3. BCI is attorney-in-fact for PEP Investments PTY Ltd. ("PEP"). By virtue of this relationship, Mr. Nunnelly may be deemed to share voting and dispositive power with respect to the 39,390 shares owned by PEP.

4. Mr. Nunnelly is a member of Brookside Capital Management, LLC ("Brookside Management"). Brookside Management is the sole general partner of Brookside Capital Investors, L.P. ("Brookside Investors") and Brookside Investors is the sole general partner of Brookside Capital Partners Fund, L.P. ("Brookside Fund"). By virtue of this relationship, Mr. Nunnelly may be deemed to share voting and dispositive power with respect to the 2,485,714 shares owned by Brookside Fund.

5. Mr. Nunnelly is a member of Sankaty Investors, LLC ("Sankaty Investors"). Sankaty Investors is the sole managing member of Sankaty High Yield Asset Investors, LLC ("Sankaty High Yield Investors") and Sankaty High Yield Investors is the sole general partner of Sankaty High Yield Asset Partners, L.P. ("Sankaty Partners"). By virtue of this relationship, Mr. Nunnelly may be deemed to share voting and dispositive power with respect to the 935,771 shares owned by Sankaty Partners.

6. Mr. Nunnelly disclaims beneficial ownership of the securities held by each of the entities referred to in the foregoing footnotes except to the extent of his pecuniary interest therein.

7. Distribution to partners and includes subsequent distributions by general partners to their respective partners.

8. Includes 17,538 shares sold by BCIP II, 5,525 shares sold by BCIP Trust II, 6,611 shares sold by BCIP II-C, 110,332 shares sold by Brookside Fund and 41,634 shares sold by Sankaty Partners. Mr. Nunnelly disclaims beneficial ownership of all such shares, in which he did not have a pecuniary interest. Each of such sales was executed pursuant to a stock trading plan dated June 3, 2005.

9. 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.

	/s/ Mark E. Nunnelly	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).
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