SEC FORM 4 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
 
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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*
BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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, Par Value $0.01 03/10/2010 J(6) 2,262,732 D $14.19(6) 10,504,993 I See footnotes(1)(2)(3)
Common Stock, Par Value $0.01 03/11/2010 S 15,528 D $13.841 10,489,465 I See footnotes(4)(5)
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
1. Name and Address of Reporting Person*
BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAIN CAPITAL FUND VI LP

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bain Capital VI Coinvestment Fund, L.P.

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP ASSOCIATES II

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP ASSOCIATES II B

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP TRUST ASSOCIATES II

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP TRUST ASSOCIATES II B

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCIP ASSOCIATES II-C

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PEP INVESTMENTS PTY LTD

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BAIN CAPITAL PARTNERS VI LP

(Last) (First) (Middle)
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

(City) (State) (Zip)
Explanation of Responses:
1. Bain Capital Investors, LLC ("BCI"), is the sole general partner of Bain Capital Partners VI, L.P. ("BCP VI"), which is the sole general partner of Bain Capital Fund VI, L.P. ("Fund VI"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund VI. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 10, 2010, Fund VI distributed 994,412 shares of Common Stock to one or more members or partners. Following such distribution, Fund VI held 4,570,334 shares of Common Stock.
2. BCP VI is the sole general partner of Bain Capital VI Coinvestment Fund, L.P. ("Coinvestment Fund VI"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Coinvestment Fund VI. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 10, 2010, Coinvestment Fund VI distributed 1,131,905 shares of Common Stock to one or more members or partners. Following such distribution, Coinvestment Fund VI held 5,202,253 shares of Common Stock.
3. BCI is the managing partner of each of BCIP Associates II ("BCIP II"), BCIP Associates II-B ("BCIP II-B"), BCIP Trust Associates II, and BCIP Associates II-C ("BCIP II-C") and thus may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP II, BCIP II-B and BCIP II-C. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 10, 2010, BCIP II, BCIP II-B and BCIP II-C distributed 94,425, 14,913 and 27,077 shares of Common Stock, respectively, to one or more members or partners. Following such distribution, BCIP II, BCIP II-B and BCIP II-C held 433,981, 68,538 and 124,477 shares of Common Stock, respectively.
4. BCI is also the managing partner of BCIP Trust Associates II ("BCIPT II"). As a result, BCI may be deemed to share voting dispositive power with respect to the shares of Common Stock held by BCIPT II. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 11, 2010, BCIPT II sold 10,938 shares of Common Stock. Following such sale, BCIPT II held 50,273 shares of Common Stock.
5. BCI is also the managing partner of BCIP Trust Associates II-B ("BCIPT II-B"). As a result, BCI may be deemed to share voting dispositive power with respect to the shares of Common Stock held by BCIPT II-B. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On March 11, 2010, BCIPT II-B sold 4,590 shares of Common Stock. Following such sale, BCIPT II held 21,093 shares of Common Stock.
6. The distribution to partners and includes subsequent distributions by general partners to their respective partners.
/s/ Mark E. Nunnelly 03/12/2010
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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