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)
06/01/2009

(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)
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

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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

$ 14

06/01/2009

199,999

⁽⁴⁾

07/13/2014

Common Stock, $.01 par value

199,999

⁽⁵⁾

Option to Purchase Common Stock

$ 25.02

06/01/2009

120,000

⁽⁴⁾

07/29/2015

Common Stock, $.01 par value

120,000

⁽⁶⁾

Option to Purchase Common Stock

$ 22.46

06/01/2009

50,000

⁽⁴⁾

07/26/2016

Common Stock, $.01 par value

50,000

⁽⁷⁾

Option to Purchase Common Stock

$ 18.39

06/01/2009

300,000

⁽⁸⁾

07/18/2017

Common Stock, $.01 par value

300,000

⁽⁹⁾

Option to Purchase Common Stock

$ 12.8

06/01/2009

200,000

⁽¹⁰⁾

01/02/2013

Common Stock, $.01 par value

200,000

⁽¹¹⁾

Option to Purchase Common Stock

$ 10.06

06/01/2009

179,999

06/01/2009

07/13/2014

Common Stock, $.01 par value

179,999

$ 0

179,999

Option to Purchase Common Stock

$ 12.51

06/01/2009

90,000

06/01/2009

07/29/2015

Common Stock, $.01 par value

90,000

$ 0

90,000

Option to Purchase Common Stock

$ 11.23

06/01/2009

37,500

06/01/2009

07/26/2016

Common Stock, $.01 par value

37,500

$ 0

37,500

Option to Purchase Common Stock

$ 10.06

06/01/2009

270,000

⁽¹²⁾

07/18/2017

Common Stock, $.01 par value

270,000

$ 0

270,000

Option to Purchase Common Stock

$ 10.06

06/01/2009

180,000

⁽¹³⁾

01/02/2013

Common Stock, $.01 par value

180,000

$ 0

180,000

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		06/03/2009
^**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)	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.

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