Edgar Filing: DOMINOS PIZZA INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SCOUT CAPITAL MANAGEMENT LLC

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2011

3. Issuer Name and Ticker or Trading Symbol
DOMINOS PIZZA INC [DPZ]

(Last)

(First)

(Middle)

640 FIFTH AVENUE,Â 22ND FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,890,000	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	54,800	$ 23.388	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	130,000	$ 23.94	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	2,800	$ 24.4596	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	39,900	$ 25.3782	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	6,700	$ 25.5	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	1,100	$ 25.4923	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	13,903	$ 25.4779	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	58,000	$ 25.2944	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	142,500	$ 25.2944	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	150,000	$ 25.276	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾
Total Return Swap	Â ⁽⁷⁾	09/06/2012	Common Stock	45,996	$ 25.4483	I	See Notes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCOUT CAPITAL MANAGEMENT LLC 640 FIFTH AVENUE 22ND FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
Scout Capital LLC 640 FIFTH AVENUE 22ND FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â

Signatures

Scout Capital Management, L.L.C., By: Adam Weiss, Managing Member		10/20/2011
^**Signature of Reporting Person		Date
Scout Capital, L.L.C., By: Adam Weiss, Managing Member		10/20/2011
^**Signature of Reporting Person		Date
By: Adam Weiss		10/20/2011
^**Signature of Reporting Person		Date
By: James Crichton		10/20/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 Reporting Persons became a 10% owner as a result of the Issuer's buyback program.
(2)	In addition to Scout Capital Management, L.L.C., a Delaware limited liability company ("Scout Capital Management"), this Form 3 is being filed jointly by Scout Capital, L.L.C., a Delaware limited liability company ("Scout Capital"), Adam Weiss, a citizen of the United States of America and James Crichton, a citizen of the United States of America (collectively, the "Reporting Persons"), each may be deemed to have a pecuniary interest in the securities owned by it. The address of the business office of Scout Capital Management and Mr Crichton is 640 Fifth Avenue, 22nd Floor, New York, NY 10019. The address of the business office of Mr. Weiss is 160 Forest Avenue, Palo Alto, CA 94301.
(3)	Scout Capital Management serves as the investment manager to Scout Capital Partners II, L.P., a Delaware limited partnership, Scout Capital Long Term, L.P., a Delaware limited partnership, Scout Capital Master Fund, Ltd., a Cayman Islands exempted company, and Scout Capital Long Term Master, Ltd., a Cayman Islands exempted company (collectively, the "Funds"), with respect to the shares of Common Stock directly owned by the Funds.
(4)	The Reporting Persons may be deemed to be the beneficial owner of the securities set forth above for purposes of Rule 16a-1(a) of the Securities Exchange Act of 1934.
(5)	The Reporting Persons disclaim any beneficial ownership of any of the securities set forth above, except to the extent of any pecuniary interest therein.
(6)	The total return swaps set forth on Table II do not give any of the Funds or the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of the issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the issuer.
(7)	Under the terms of the cash-settled total return swaps (i) If the Final Price is less than the reference price referred to in column 4 of the table above, the Funds will be obligated to pay to the counterparty the difference multiplied by the number of shares of Common Stock subject to the swap on settlement date, and (ii) If the Final Price is greater than the reference price referred to in column 4 of the table above, the Counterparty will be obligated to pay to the Funds the difference multiplied by the number of shares of Common Stock subject to the swap on settlement date. In either case, the Funds will be obligated to pay interest to the counterparty on a monthly basis at the rates set forth in the applicable contracts. Any dividends notionally paid on the number of shares subject to the swap during the term of the swap will be paid to the Funds. All balances will be cash settled.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.