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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o Rule 13d-1(b) | |
þ Rule 13d-1(c) | ||
o Rule 13d-1(d) |
CUSIP No. |
25754A201 |
Page | 2 |
of | 7 |
1 | NAMES OF REPORTING PERSONS MSD Capital, L.P., a Delaware limited partnership |
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON 74-2880190 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,131,500 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,131,500 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,131,500 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
2
CUSIP No. |
25754A201 |
Page | 3 |
of | 7 |
1 | NAMES OF REPORTING PERSONS MSD Torchlight, L.P., a Delaware limited partnership |
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON 38-3655304 |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 3,131,500 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
3,131,500 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
3,131,500 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
5.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
3
CUSIP No. 25754A201 | Page 4 of 7 |
Item 1(a)
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Name of Issuer: | |
Dominos Pizza, Inc. (the Company) | ||
Item 1(b)
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Address of Issuers Principal Executive Offices: | |
30 Frank Lloyd Wright Drive Ann Arbor, Michigan 48106 |
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Item 2(a)
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Names of Persons Filing: | |
MSD Capital, L.P. MSD Torchlight, L.P. |
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Item 2(b)
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Addresses of Principal Business Offices: | |
MSD Capital, L.P. 645 Fifth Avenue, 21st Floor New York, New York 10022 |
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MSD Torchlight, L.P. 645 Fifth Avenue, 21st Floor New York, New York 10022 |
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Item 2(c)
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Citizenship: | |
MSD Capital, L.P. Delaware MSD Torchlight, L.P. Delaware |
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Item 2(d)
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Title of Class of Securities: | |
Common Stock, par value $0.01 per share (the Common Stock). | ||
Item 2(e)
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CUSIP Number: | |
25754A201 |
CUSIP No. 25754A201 | Page 5 of 7 |
Item 3 | Status of Persons Filing: | |||||
(a) | [ ] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b) | [ ] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
(c) | [ ] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
(d) | [ ] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
(e) | [ ] | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
(f) | [ ] | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
(g) | [ ] | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
(h) | [ ] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
(j) | [ ] | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4
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Ownership: |
(a) | As of November 2, 2007, MSD Torchlight, L.P., a Delaware limited partnership (Torchlight), was the record and beneficial owner of 3,131,500 shares (the Shares) of Common Stock of the Company. MSD Capital, L.P., a Delaware limited partnership (MSD), is the general partner of Torchlight, and therefore may be deemed to be the indirect beneficial owner of the Shares. MSD Capital Management LLC is the general partner of MSD. | ||
(b) | Percent of Class: 5.1%. | ||
(c) | Number of shares as to which the person has: |
(i) | sole power to vote or to direct the vote: | ||
0 | |||
(ii) | shared power to vote or to direct the vote: | ||
MSD Capital, L.P. 3,131,500 MSD Torchlight, L.P. 3,131,500 |
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(iii) | sole power to dispose or to direct the disposition of: | ||
0 | |||
(iv) | shared power to dispose or to direct the disposition of: | ||
MSD Capital, L.P. 3,131,500 MSD Torchlight, L.P. 3,131,500 |
CUSIP No. 25754A201 | Page 6 of 7 |
Item 5
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Ownership of 5% or Less of a Class: | |
Not applicable. | ||
Item 6
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Ownership of More than 5% on Behalf of Another Person: | |
Not applicable. | ||
Item 7
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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
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Identification and Classification of Members of the Group: | |
Not applicable. | ||
Item 9
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Notice of Dissolution of Group: | |
Not applicable. | ||
Item 10
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Certification: | |
By signing below I certify that, to the best of my 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. |
CUSIP No. 25754A201 | Page 7 of 7 |
MSD CAPITAL, L.P. | ||||||||
By: | MSD Capital Management LLC, its general partner | |||||||
By: | /s/ Marc R. Lisker | |||||||
Marc R. Lisker | ||||||||
Manager and General Counsel | ||||||||
MSD TORCHLIGHT, L.P. | ||||||||
By: | MSD Capital, L.P., its general partner | |||||||
By: | MSD Capital Management LLC, its general partner | |||||||
By: | /s/ Marc R. Lisker | |||||||
Marc R. Lisker | ||||||||
Manager and General Counsel |
Exhibit A
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Joint Filing Agreement, dated November 5, 2007, entered into by and between MSD Capital, L.P. and MSD Torchlight, L.P. |