SEC Filing - Domino's Pizza

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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^*

Blue Harbour Group, LP

(Last)

(First)

(Middle)

646 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(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)
01/18/2008

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)
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	01/18/2008		P		14,862	A	$12.15	6,385,790	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		100	A	$12.153	6,385,890	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		12,300	A	$12.16	6,398,190	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		4,700	A	$12.17	6,402,890	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		100	A	$12.173	6,402,990	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		100	A	$12.175	6,403,090	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		37,400	A	$12.18	6,440,490	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		8,700	A	$12.19	6,449,190	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		1,600	A	$12.195	6,450,790	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		21,700	A	$12.2	6,472,490	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		221,500	A	$12.22	6,693,990	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾
Common Stock	01/18/2008		P		24,600	A	$12.25	6,718,590	I⁽¹⁾⁽²⁾	See Explanation⁽¹⁾⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Blue Harbour Group, LP

(Last)

(First)

(Middle)

646 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blue Harbour Strategic Value Partners Master Fund, LP

(Last)

(First)

(Middle)

646 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blue Harbour Institutional Partners Master Fund, LP

(Last)

(First)

(Middle)

646 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blue Harbour GP, LLC

(Last)

(First)

(Middle)

646 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blue Harbour Holdings, LLC

(Last)

(First)

(Middle)

646 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ROBBINS CLIFTON S

(Last)

(First)

(Middle)

646 STEAMBOAT ROAD

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Explanation of Responses:

1. Upon completion of the transactions described in this Form 4 and the Form 4 filed contemporaneously herewith, Blue Harbour Strategic Value Partners Master Fund, LP (the "Fund") beneficially owned directly 5,266,348 shares and Blue Harbour Institutional Partners Master Fund, L.P. ("BHIP") beneficially owned directly 1,452,242. This Form 4 is filed by the Fund, BHIP, Blue Harbour Group, LP ("Manager"), Blue Harbour GP, LLC ("Fund GP"), Blue Harbour Holdings, LLC ("Manager GP") and Clifton S. Robbins. Manager provides investment advisory and investment management services to the Fund and BHIP. Fund GP is the general partner of the Fund and BHIP. Manager GP is the general partner of Manager.

2. (Continued from previous footnote) Mr. Robbins directly and indirectly through trusts or other entities controlled by Mr. Robbins is the controlling shareholder of Manager GP and Fund GP. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but disclaims beneficial ownership in excess of such amount; and pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

Remarks:

This is form 2 of 2. Exhibit 99.1 - Joint Filer Information incorporated herein by reference.

	/s/ Clifton S. Robbins Managing Member Blue Harbour Holdings LLC	01/23/2008
	** 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.

                                                                    Exhibit 99.1
                                                                    ------------


                             Joint Filer Information
                             -----------------------


Date of Event Requiring Statement:          January 18, 2008

Issuer Name and Ticker or Trading Symbol:   Domino's Pizza, Inc. (DPZ)

Designated Filer:                           Blue Harbour Group, LP

Other Joint Filers:                         Blue Harbour Strategic Value
                                            Partners Master Fund, LP; Blue
                                            Harbour Institutional Partners
                                            Master Fund, L.P.; Blue Harbour GP,
                                            LLC; Blue Harbour Holdings, LLC; and
                                            Clifton S. Robbins

Address of Joint Filers:                    The principal business address of
                                            each of the Joint Filers listed
                                            above is 646 Steamboat Road,
                                            Greenwich, CT 06830.

Relationship of Joint Filer to Issuer:      10% Owner (1)


Signatures:

                                        BLUE HARBOUR STRATEGIC VALUE
                                        PARTNERS MASTER FUND, LP

                                            By: Blue Harbour GP, LLC, its
                                                general partner

                                                By:  /s/  Clifton S. Robbins
                                                   -----------------------------
                                                   Name:   Clifton S. Robbins
                                                   Title:  Managing Member


                                        BLUE HARBOUR INSTITUTIONAL PARTNERS
                                        MASTER FUND, L.P.

                                            By: Blue Harbour GP, LLC,  its
                                                general partner

                                                By:  /s/  Clifton S. Robbins
                                                   -----------------------------
                                                   Name:   Clifton S. Robbins
                                                   Title:  Managing Member






                                        BLUE HARBOUR GP, LLC

                                                By:  /s/  Clifton S. Robbins
                                                   -----------------------------
                                                   Name:   Clifton S. Robbins
                                                   Title:  Managing Member


                                        BLUE HARBOUR HOLDINGS, LLC

                                                By:  /s/  Clifton S. Robbins
                                                   -----------------------------
                                                   Name:   Clifton S. Robbins
                                                   Title:  Managing Member


                                          /s/  Clifton S. Robbins
                                        -----------------------------
                                        Clifton S. Robbins



(1) Directly owned by Blue Harbour Strategic Value Partners Master Fund, LP and
Blue Harbour Institutional Partners Master Fund, L.P. Indirectly owned by Blue
Harbour Group, LP, Blue Harbour GP, LLC, Blue Harbour Holdings, LLC and Clifton
S. Robbins.










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