Edgar Filing: DOMINOS PIZZA INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BRANDON DAVID

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	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O DOMINO'S PIZZA, INC., 30 FRANK LLOYD WRIGHT DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2007

(Street)

ANN ARBOR, MI 48106

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value								1,925.914 ⁽⁶⁾	D
Common Stock, $.01 par value								313 ⁽⁷⁾	I	401(K) Savings Plan

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Purchase Common Stock

$ 8.66

05/04/2007

293,333

05/04/2007⁽¹⁾

07/01/2013

Common Stock, $.01 par value

293,333

$ 0

293,333

Option to purchase Common Stock

$ 2.75 ⁽²⁾

05/04/2007

133,334

07/13/2009⁽³⁾

07/13/2014

Common Stock, $.01 par value

133,334

$ 0

133,334

Option to purchase Common Stock

$ 14

05/04/2007

199,999

07/13/2009⁽³⁾

07/13/2014

Common Stock, $.01 par value

199,999

$ 0

199,999

Option to purchase Common Stock

$ 11.52 ⁽²⁾

05/04/2007

180,000

07/29/2010⁽⁴⁾

07/29/2015

Common Stock, $.01 par value

180,000

$ 0

180,000

Option to purchase Common Stock

$ 25.02

05/04/2007

120,000

07/29/2010⁽⁴⁾

07/29/2015

Common Stock, $.01 par value

120,000

$ 0

120,000

Option to purchase Common Stock

$ 8.96 ⁽²⁾

05/04/2007

200,000

07/26/2011⁽⁵⁾

07/26/2016

Common Stock, $.01 par value

200,000

$ 0

200,000

Option to purchase Common Stock

$ 22.46

05/04/2007

50,000

07/26/2011⁽⁵⁾

07/26/2016

Common Stock, $.01 par value

50,000

$ 0

50,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BRANDON DAVID C/O DOMINO'S PIZZA, INC. 30 FRANK LLOYD WRIGHT DRIVE ANN ARBOR, MI 48106	X		Chief Executive Officer

Signatures

/s/ Adam J. Gacek, attorney-in-fact		05/08/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The vesting scheduled for the Options to Purchase Common Stock was accelerated to be fully exercisable on May 4, 2007 in connection with the Domino's Pizza, Inc. recapitalization. No new Options to Purchase Common Stock were granted.
(2)	Reflects adjustment to previously granted stock option awards under the Domino's Pizza, Inc. 2004 Equity Incentive Plan in connection with the special dividend of $13.50 per share of Common Stock of Domino's Pizza, Inc. payable on May 4, 2007 to shareholders of record on April 27, 2007. The exercise price of the stock options was adjusted by the amount of the dividend, or by such lesser amount as required by law, in accordance with the Dividend Equivalent Rights Policy of Domino's Pizza, Inc.
(3)	The options to purchase common stock vest 20% each year on the anniversary date of the Option to Purchase grant date. Thus 20% vested on July 13, 2005 and 20% vested on July 13, 2006 and an additional 20% shall vest on each of July 13, 2007, July 13, 2008 and July 13, 2009.
(4)	The options to purchase common stock vest 20% each year on the anniversary date of the Option to Purchase grant date. Thus 20% vested on July 29, 2006 and an additional 20% shall vest on each of July 29, 2007, July 29, 2008, July 29, 2009 and July 29, 2010.
(5)	The options to purchase common stock vest 20% each year on the anniversary date of the Option to Purchase grant date. Thus 20% shall vested on each of July 26, 2007, July 26, 2008, July 26, 2009, July 26, 2010 and July 26, 2011.
(6)	Total holdings of shares acquired through Employee Stock Payroll deduction plan includes, 892.857 acquired between July 29, 2006 and May 8, 2007.
(7)	Total holdings in the Domino's Pizza stock fund, part of the Domino's Pizza 401(k) savings plan, acquired between January 1, 2007 and May 8, 2007.

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