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) 06/01/2009 | ||||||||||||||||||||||||||
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 | ||||||
Non-Voting Common Stock, $.01 par value | 77,500(1) | D | ||||||||
Common Stock, $.01 par value | 280,573.559 | D | ||||||||
Common Stock, $.01 par value | 50,000(3) | I | Owned by David A. Brandon Foundation | |||||||
Common Stock, $.01 par value | 2,483.498(2) | I | 401(K) Savings Plan |
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 | ||||||||
Option to Purchase Common Stock | $14 | 06/01/2009 | D | 199,999 | (4) | 07/13/2014 | Common Stock, $.01 par value | 199,999 | (5) | 0 | D | ||||
Option to Purchase Common Stock | $25.02 | 06/01/2009 | D | 120,000 | (4) | 07/29/2015 | Common Stock, $.01 par value | 120,000 | (6) | 0 | D | ||||
Option to Purchase Common Stock | $22.46 | 06/01/2009 | D | 50,000 | (4) | 07/26/2016 | Common Stock, $.01 par value | 50,000 | (7) | 0 | D | ||||
Option to Purchase Common Stock | $18.39 | 06/01/2009 | D | 300,000 | (8) | 07/18/2017 | Common Stock, $.01 par value | 300,000 | (9) | 0 | D | ||||
Option to Purchase Common Stock | $12.8 | 06/01/2009 | D | 200,000 | (10) | 01/02/2013 | Common Stock, $.01 par value | 200,000 | (11) | 0 | D | ||||
Option to Purchase Common Stock | $10.06 | 06/01/2009 | A | 179,999 | 06/01/2009 | 07/13/2014 | Common Stock, $.01 par value | 179,999 | $0 | 179,999 | D | ||||
Option to Purchase Common Stock | $12.51 | 06/01/2009 | A | 90,000 | 06/01/2009 | 07/29/2015 | Common Stock, $.01 par value | 90,000 | $0 | 90,000 | D | ||||
Option to Purchase Common Stock | $11.23 | 06/01/2009 | A | 37,500 | 06/01/2009 | 07/26/2016 | Common Stock, $.01 par value | 37,500 | $0 | 37,500 | D | ||||
Option to Purchase Common Stock | $10.06 | 06/01/2009 | A | 270,000 | (12) | 07/18/2017 | Common Stock, $.01 par value | 270,000 | $0 | 270,000 | D | ||||
Option to Purchase Common Stock | $10.06 | 06/01/2009 | A | 180,000 | (13) | 01/02/2013 | Common Stock, $.01 par value | 180,000 | $0 | 180,000 | D |
Explanation of Responses: |
1. These shares represent Non-Voting Common Stock of Domino's Pizza, Inc. acquired upon an exercise and hold of stock options granted under the TISM, Inc. Fourth Amended and Restated Stock Option Plan. |
2. Includes an additional 231.41 shares in the Domino's Pizza stock fund, part of the Domino's Pizza 401(k) Savings Plan, acquired from March 13, 2009 through May 26, 2009. |
3. Mr. Brandon disclaims beneficial ownership of the Common Stock of Domino's Pizza, Inc. held by the David A. Brandon Foundation as well as all pecuniary interest therein. |
4. These options to purchase common stock were 100% vested at time of cancellation. |
5. On June 1, 2009, the issuer canceled, pursuant to the issuer's stock option exchange program, an option granted to the reporting person on July 13, 2004. In exchange for the option, the reporting person received 179,999 options to purchase common stock. |
6. On June 1, 2009, the issuer canceled, pursuant to the issuer's stock option exchange program, an option granted to the reporting person on July 29, 2005. In exchange for the option, the reporting person received 90,000 options to purchase common stock. |
7. On June 1, 2009, the issuer canceled, pursuant to the issuer's stock option exchange program, an option granted to the reporting person on July 26, 2006. In exchange for the option, the reporting person received 37,500 options to purchase common stock. |
8. These canceled options to purchase common stock provided for vesting in five equal annual installments starting on July 18, 2008. |
9. On June 1, 2009, the issuer canceled, pursuant to the issuer's stock option exchange program, an option granted to the reporting person on July 18, 2007. In exchange for the option, the reporting person received 270,000 options to purchase common stock. |
10. These canceled options to purchase common stock provided for vesting in three equal annual installments starting on January 2, 2009. |
11. On June 1, 2009, the issuer canceled, pursuant to the issuer's stock option exchange program, an option granted to the reporting person on January 2, 2008. In exchange for the option, the reporting person received 180,000 options to purchase common stock. |
12. These options to purchase common stock were vested 20% on the date of grant and the remaining unvested options provide for vesting in four equal annual installments starting on July 18, 2009. |
13. These options to purchase common stock were vested 33% on the date of grant and the remaining unvested options provide for vesting in two equal annual installments starting on January 2, 2010. |
/s/ Adam J. Gacek, attorney-in-fact | 06/03/2009 | |
** 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. |