Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)
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Domino’s
Pizza, Inc.
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(Name
of Issuer)
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Common
Stock, $.01 par value
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(Title
of Class of Securities)
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| 25754A201 | ||
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CUSIP
Number
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December
31, 2009
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(Date
of Event Which Requires Filing of this Statement)
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||
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
þ Rule
13d-1(c)
¨ Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act, but shall be subject to all other
provisions of the Act (however, see the Notes).
Page 1 of 11
Pages
CUSIP
No.: 25754A201
|
1
|
NAME
OF REPORTING PERSON
Blue
Harbour Group, LP
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||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
0; (a) o
0; (b) x
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||
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3
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SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE
VOTING POWER
0
|
|
|
6
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SHARED
VOTING POWER
844,500
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||
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7
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SOLE
DISPOSITIVE POWER
0
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8
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SHARED
DISPOSITIVE POWER
844,500
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||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,500
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||
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10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.45%
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||
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12
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TYPE
OF REPORTING PERSON
PN
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Page 2 of 11
Pages
CUSIP
No.: 25754A201
|
1
|
NAME
OF REPORTING PERSON
Blue
Harbour Strategic Value Partners Master Fund, LP
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||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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||
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3
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SEC
USE ONLY
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||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands, British West Indies
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE
VOTING POWER
0
|
|
|
6
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SHARED
VOTING POWER
562,155
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||
|
7
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SOLE
DISPOSITIVE POWER
&#x
A0;
0
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8
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SHARED
DISPOSITIVE POWER
562,155
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,155
*
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
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||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.96%
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12
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TYPE
OF REPORTING PERSON
PN
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* The
aggregate amount in Row 9 excludes shares directly and beneficially owned by
Blue Harbour Institutional Partners Master Fund, L.P.
Page 3 of 11
Pages
CUSIP
No.: 25754A201
|
1
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NAME
OF REPORTING PERSON
Blue
Harbour Institutional Partners Master Fund, L.P.
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||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
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||
|
3
|
SEC
USE ONLY
|
||
|
4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands, British West Indies
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
|
6
|
SHARED
VOTING POWER
282,345
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||
|
7
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SOLE
DISPOSITIVE POWER
0
|
||
|
8
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SHARED
DISPOSITIVE POWER
282,345
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||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,345
*
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||
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10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
||
|
11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.48%
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||
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12
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TYPE
OF REPORTING PERSON
PN
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||
* The
aggregate amount in Row 9 excludes shares directly and beneficially owned by
Blue Harbour Strategic Value Partners Master Fund, LP
Page 4 of 11
Pages
CUSIP
No.: 25754A201
|
1
|
NAME
OF REPORTING PERSON
Blue
Harbour GP, LLC
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||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
160; (a) o
160; (b) x
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||
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3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
|
6
|
SHARED
VOTING POWER
844,500
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8
|
SHARED
DISPOSITIVE POWER
844,500
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,500
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.45%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
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||
Page 5 of 11
Pages
CUSIP
No.: 25754A201
|
1
|
NAME
OF REPORTING PERSON
Blue
Harbour Holdings, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
0; (a) o
0; (b) x
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
|
6
|
SHARED
VOTING POWER
844,500
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||
|
7
|
SOLE
DISPOSITIVE POWER
0
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||
|
8
|
SHARED
DISPOSITIVE POWER
844,500
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,500
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.45%
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||
|
12
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TYPE
OF REPORTING PERSON
OO
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Page 6 of 11 Pages
CUSIP
No.: 25754A201
|
1
|
NAME
OF REPORTING PERSON
Clifton
S. Robbins
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
0; (a) o
0; (b) x
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||
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3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
|
6
|
SHARED
VOTING POWER
844,500
|
||
|
7
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8
|
SHARED
DISPOSITIVE POWER
844,500
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,500
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
||
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.45%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
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||
Page 7 of 11
Pages
Item
1. Name of Issuer and Address of Issuer’s Principal Executive
Offices:
(a) Name
of
Issuer: Domino’s
Pizza, Inc. (the “Company”)
(b) Address
of Issuer’s Principal Executive Offices:
30 Frank
Lloyd Wright Drive
Ann
Arbor, MI 48106
Item
2. Person Filing:
(a) Name
of Person Filing:
Blue
Harbour Group, LP (“Manager”)
Blue
Harbour Strategic Value Partners Master Fund, LP (the “Fund”)
Blue
Harbour Institutional Partners Master Fund, L.P. (“BHIP”)
Blue
Harbour GP, LLC (“Fund GP”)
Blue
Harbour Holdings, LLC (“Manager GP”)
Clifton
S. Robbins (“Mr. Robbins”)
The
Manager, the Fund, BHIP, Fund GP, Manager GP and Mr. Robbins are herein
sometimes referred to each as a “Reporting Person” and collectively as the
“Reporting Persons.”
(b)
Address
of Principal Business Office or, if none, Residence:
The
address of the principal business office of each of Manager, the Fund, BHIP,
Fund GP, Manager GP and Mr. Robbins is:
646
Steamboat Road
Greenwich,
Connecticut 06830
(c) Citizenship:
Each of
the Fund and BHIP is organized under the laws of the Cayman
Islands. Each of Fund GP, Manager and Manager GP is organized under
the laws of the State of Delaware. Mr. Robbins is a citizen of the
United States of America.
(d) Title
of Class of Securities:
Common
Stock, par value $.01 per share (the “Common Stock”)
(e) CUSIP
Number:
25754A201
Item
3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), Check Whether the Person Filing is a:
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(a)
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Broker
or dealer registered under Section 15 of the Exchange
Act
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(b)
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Bank
as defined in Section 3(a)(6) of the Exchange
Act
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(c)
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act
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(d)
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Investment
company registered under Section 8 of the Investment Company
Act
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(e)
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
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(f)
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
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(g)
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G)
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Page 8 of 11
Pages
|
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(h)
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act
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|
(i)
|
A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company
Act
|
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(j)
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J)
|
Item
4. Ownership.
Item 4(a): Amount Beneficially
Owned:
See
response to Item 9 on each cover page, and the information set forth
below.
Item 4(b): Percent of
Class:
See
response to Item 11 on each cover page, and the information set forth
below. Such figure is based on 58,434,101 shares of Common Stock
outstanding as of October 6, 2009, as set forth in the Company’s Report on Form
10-Q filed on October 13, 2009.
Item 4(c): Number
of shares as to which the Reporting Person has:
(i) Sole
power to vote or direct the vote:
See
response to Item 5 on each cover page, and the information set forth
below.
(ii) Shared
power to vote or to direct the vote:
See
response to Item 6 on each cover page, and the information set forth
below.
(iii) Sole
power to dispose of or to direct the disposition of:
See
response to Item 7 on each cover page, and the information set forth
below.
(iv) Shared
power to dispose of or to direct the disposition of:
See
response to Item 8 on each cover page, and the information set forth
below.
The Fund
is an exempt limited partnership organized under the laws of the Cayman Islands
and is the direct owner of 562,155 shares of Common Stock reported on this
Statement on Schedule 13G and BHIP is an exempt limited partnership organized
under the laws of the Cayman Islands and is the direct owner of 282,345 shares
of Common Stock reported on this Statement on Schedule 13G. Fund GP
is the general partner of the Fund and BHIP. Manager serves as
investment manager of the Fund and BHIP. Manager GP is the general
partner of Manager. Mr. Robbins directly or indirectly through trusts
or other entities controlled by Mr. Robbins is the controlling shareholder of
Manager GP and Fund GP. By virtue of their relationships, Fund GP,
Manager, Manager GP and Mr. Robbins may be deemed to have shared power to vote
and dispose of, or to direct the vote and disposition of, the shares
beneficially owned by the Fund and BHIP. Fund GP, Manager, Manager GP
and Mr. Robbins disclaim beneficial ownership of such shares for all other
purposes.
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than 5 percent of
the class of securities, check the following [X].
Page 9 of 11 Pages
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Item
7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company or
Control Person.
|
Not
applicable.
Item
8. Identification and Classification of Members of the
Group.
See
Exhibit 1 to the original Statement on Schedule 13G of the Reporting
Persons.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
(a) Not
applicable.
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(b)
By signing below the undersigned certifies that, to the best of its or his
(as the case may be) knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
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Page 10 of 11 Pages
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
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January 20, 2010
|
BLUE
HARBOUR GROUP, LP
By: Blue Harbour Holdings, LLC, its general
partner
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|
|
By:
|
/s/ Clifton S. Robbins | |
| Name: Clifton S. Robbins | |||
| Title: Managing Member | |||
|
January 20, 2010
|
BLUE
HARBOUR STRATEGIC VALUE PARTNERS MASTER FUND, LP
By: Blue Harbour Holdings, LLC, its general
partner
|
||
|
|
By:
|
/s/ Clifton S. Robbins | |
| Name: Clifton S. Robbins | |||
| Title: Managing Member | |||
|
January 20, 2010
|
BLUE
HARBOUR INSTITUTIONAL PARTNERS
MASTER FUND, L.P.
By: Blue Harbour Holdings, LLC, its general
partner
|
||
|
|
By:
|
/s/ Clifton S. Robbins | |
| Name: Clifton S. Robbins | |||
| Title: Managing Member | |||
January
20, 2010
|
|
BLUE
HARBOUR GP, LLC
By: Blue Harbour Holdings, LLC, its general
partner
|
||
|
|
By:
|
/s/ Clifton S. Robbins | |
| Name: Clifton S. Robbins | |||
| Title: Managing Member | |||
January
20, 2010
|
|
BLUE
HARBOUR HOLDINGS, LLC
By: Blue Harbour Holdings, LLC, its general
partner
|
||
|
|
By:
|
/s/ Clifton S. Robbins | |
| Name: Clifton S. Robbins | |||
| Title: Managing Member | |||
|
|
/s/ Clifton
S. Robbins
|
||
| January 20, 2010 | Name: Clifton S. Robbins | ||
Page 11 of 11 Pages