SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lawton Michael T

(Last)

(First)

(Middle)

DOMINO'S PIZZA

30 FRANK LLOYD WRIGHT DRIVE

(Street)

ANN ARBOR

48106

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/20/2010

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of 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

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, $.01 par value	3,240.772	I	401(k) Savings Plan
Common Stock, $.01 par value	59,306.54⁽¹⁾⁽²⁾	D

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options to Purchase Common Stock	06/25/2003	01/01/2012	Common Stock, $.01 par value	8,000	$5.25	D
Options to Purchase Common Stock	05/04/2007	07/01/2013	Common Stock, $.01 par value	10,000	$8.66	D
Options to Purchase Common Stock	07/13/2009	07/13/2014	Common Stock, $.01 par value	3,200	$2.75	D
Options to Purchase Common Stock	02/18/2010	02/18/2015	Common Stock, $.01 par value	30,000	$3.61	D
Options to Purchase Common Stock	07/29/2010	07/29/2015	Common Stock, $.01 par value	45,000	$11.52	D
Options to Purchase Common Stock	07/26/2011⁽³⁾	07/26/2016	Common Stock, $.01 par value	48,000	$8.96	D
Options to Purchase Common Stock	07/16/2013⁽⁴⁾	07/16/2018	Common Stock, $.01 par value	100,000	$10.88	D
Options to Purchase Common Stock	06/01/2009	07/13/2014	Common Stock, $.01 par value	4,320	$10.06	D
Options to Purchase Common Stock	06/01/2009	02/18/2015	Common Stock, $.01 par value	18,000	$10.06	D
Options to Purchase Common Stock	06/01/2009	07/29/2015	Common Stock, $.01 par value	22,500	$12.51	D
Options to Purchase Common Stock	06/01/2009	07/26/2016	Common Stock, $.01 par value	9,000	$11.23	D
Options to Purchase Common Stock	06/01/2009⁽⁵⁾	07/18/2017	Common Stock, $.01 par value	76,500	$10.06	D
Options to Purchase Common Stock	07/16/2012⁽⁶⁾	07/16/2019	Common Stock, $.01 par value	30,000	$7.97	D
Options to Purchase Common Stock	07/20/2013⁽⁷⁾	07/20/2020	Common Stock, $.01 par value	25,000	$12.32	D

Explanation of Responses:

1. Includes 23,334 shares of Common Stock representing two-thirds of an original grant of performance-based restricted stock that shall vest one-half on each of July 16, 2011 and July 16, 2012 if applicable performance conditions are achieved.

2. Includes 25,000 shares of common stock that represent a grant of performance-based restricted stock that shall vest one-third on each of July 20, 2011, July 20, 2012 and July 20, 2013 if applicable performance conditions are achieved.

3. The options to purchase common stock vest ratably over a five-year period, thus an equal portion vested on on each of July 26, 2008, July 26, 2009 and July 26, 2010 and an equal portion is scheduled to vest on July 26, 2011.

4. The options to purchase common stock vest 20% each year anniversary of the option to purchase grant date. Thus 20% vested on each of July 16, 2009 and July 16, 2010, and 20% shall vest on each of July 16, 2011, July 16, 2012 and July 16, 2013.

5. 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, equal installments on each of July 18, 2009 and July 18, 2010 and equal installments scheduled on each of July 18, 2011 and July 18, 2012.

6. The options to purchase common stock vest one-third each year on the anniversary date of the option to purchase grant date. Thus one-third vested on July 16, 2010, and one-third shall vest on each of July 16, 2011 and July 16, 2012.

7. The options to purchase common stock vest one-third each year on the anniversary date of the option to purchase grant date. Thus one-third shall vest on each of July 20, 2011, July 20, 2012 and July 20, 2013.

	/s/ Michael T. Lawton	08/23/2010
	** 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 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).
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