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)
06/06/2005
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, $.01 par value 06/06/2005 J(5) 2,894,549 D (5) 24,262,740 I See footnotes(1)(2)(3)(4)
Common Stock, $.01 par value 06/06/2005 S 33,750(6) D $21.76 24,228,990 I See footnotes(3)
Non-Voting Common Stock, $.01 par value(7) 06/06/2005 J(5) 772,949 D (5) 0 I See footnotes(8)
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)
C/O BAIN CAPITAL INVESTORS, LLC
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)
C/O BAIN CAPITAL INVESTORS, LLC
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

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

(Last) (First) (Middle)
C/O BAIN CAPITAL INVESTORS, LLC
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

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

(Last) (First) (Middle)
C/O BAIN CAPITAL INVESTORS, LLC
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

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

(Last) (First) (Middle)
C/O BAIN CAPITAL INVESTORS, LLC
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)
C/O BAIN CAPITAL INVESTORS, LLC
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

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

(Last) (First) (Middle)
C/O BAIN CAPITAL INVESTORS, LLC
111 HUNTINGTON AVENUE

(Street)
BOSTON MA 02199

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

(Last) (First) (Middle)
C/O BAIN CAPITAL INVESTORS, LLC
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)
C/O BAIN CAPITAL INVESTORS, LLC
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"), which is the sole general partner of Bain Capital Fund VI, L.P. ("Fund VI, L.P."). As a result, each of BCI, BCP and Fund VI, L.P. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund VI, L.P. Each of BCI and BCP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
2. BCP is the sole general partner of Bain Capital VI Coinvestment Fund, L.P. ("Coinvestment Fund VI, L.P."). As a result, each of BCI, BCP and Coinvestment Fund VI, L.P. may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Coinvestment Fund VI, L.P. Each of BCI and BCP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
3. BCI is the managing general partner of each of BCIP Associates II ("BCIP II"), BCIP Associates II-B ("BCIP II-B"), BCIP Trust Associates II, ("BCIPT II"), BCIP Trust Associates II-B ("BCIPT II-B"), BCIP Associates II-C ("BCIP II-C"), BCIP Repurchase Holdings ("BCIPRH") and BCIP Trust Repurchase Holdings ("BCIPTRH" and, together with BCIP II, BCIP II-B, BCIPT II, BCIPT II-B, BCIP II-C and BCIPRH, the "BCIP Funds") and thus may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by the BCIP Funds. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
4. BCI is the attorney-in-fact for PEP Investments PTY Ltd. ("PEP") and as a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by PEP. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
5. Distribution to partners and includes subsequent distributions by general partners to their respective partners.
6. Includes 17,538 shares sold by BCIP II, 1,946 shares sold by BCIP II-B, 5,525 shares sold by BCIPT II, 2,130 shares sold by BCIPT II-B and 6,611 shares sold by BCIP II-C. BCI disclaims beneficial ownership of all such shares, in which it did not have a pecuniary interest. Each of such sales was executed pursuant to a stock trading plan dated June 3, 2005.
7. 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.
8. BCI is the sole general partner of BCP. As a result, each of BCI and BCP may be deemed to share voting and dispositive power with respect to the shares of Non-Voting Common Stock held by BCP. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Bain Capital Investors, LLC 06/08/2005
by: /s/ Michael F. Goss 06/08/2005
** Signature of Reporting Person Date
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