SEC Form 4 · accession 0001209191-15-077465
Dolby Laboratories, Inc. · DLB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Dagmar Dolby
10% Owner
Period of report
Oct 28, 2015
Accepted (ET)
Oct 30, 2015 · 4:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001308547
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F3 | Oct 28, 2015 | C | 1,310,000 | $0.00 | A | 1,310,000 | I | By Trust |
| Class A Common StockF3 | Oct 28, 2015 | G | 1,310,000 | $0.00 | D | 0 | I | By Trust |
| Class A Common StockF1,F3 | Oct 28, 2015 | C | 30,000 | $0.00 | A | 30,000 | I | By Trust |
| Class A Common StockF3 | Oct 28, 2015 | G | 30,000 | $0.00 | D | 0 | I | By Trust |
| Class A Common StockF4 | holding | — | — | — | 100 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3,F5 | — | Oct 28, 2015 | C | 1,310,000 | D | — | — | Class A Common Stock | 1,310,000 | 10,837,894 | I |
| Class B Common StockF3,F5 | — | Oct 28, 2015 | C | 30,000 | D | — | — | Class A Common Stock | 30,000 | 10,807,894 | I |
| Class B Common StockF3,F5 | — | Oct 28, 2015 | G | 50,450 | D | — | — | Class A Common Stock | 50,450 | 10,757,444 | I |
| Class B Common StockF7,F5 | — | Oct 28, 2015 | G | 50,450 | A | — | — | Class A Common Stock | 50,450 | 925,450 | I |
| Class B Common StockF3,F5 | — | Oct 28, 2015 | G | 50,450 | D | — | — | Class A Common Stock | 50,450 | 10,706,994 | I |
| Class B Common StockF8,F5 | — | Oct 28, 2015 | G | 50,450 | A | — | — | Class A Common Stock | 50,450 | 925,450 | I |
| Class B Common StockF10,F5 | — | Oct 28, 2015 | G | 2,298,300 | D | — | — | Class A Common Stock | 2,298,300 | 0 | I |
| Class B Common StockF3,F5 | — | Oct 28, 2015 | G | 2,298,300 | A | — | — | Class A Common Stock | 2,298,300 | 13,005,294 | I |
| Class B Common StockF11,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 23,674,496 | I |
| Class B Common StockF12,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 886,075 | I |
| Class B Common StockF13,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 1,287,083 | I |
| Class B Common StockF14,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 2,947,995 | I |
| Class B Common StockF15,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 2,947,671 | I |
| Class B Common StockF16,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 2,500,000 | I |
Explanation of responses
- F1Each share of Class A Common Stock issued upon conversion of one share of Class B Common Stock at the election of the reporting person.
- F10Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Ray Dolby Trust under the Dolby Family Trust instrument, dated May 7, 1999 (the "Ray Dolby Trust"), voting power of which is shared by the Trustee and David E. Dolby as Special Trustee of the Ray Dolby Trust. This report is filed by Dagmar Dolby with respect to the securities held and transactions effected by the Ray Dolby Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F11Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Marital Trust under the Dolby Family Trust instrument, dated May 7, 1999 (the "Marital Trust"), voting power of which is shared by the Trustee and David E. Dolby as Special Trustee of the Marital Trust. This report is filed by Dagmar Dolby with respect to the securities held by the Ray Dolby Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F12Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Ray Dolby 2002 Trust A, dated April 19, 2002 (the "Ray Dolby 2002 Trust A"), voting power of which is held by Thomas E. Dolby as Special Trustee of the Ray Dolby 2002 Trust A. This report is filed by Dagmar Dolby with respect to the securities held by the Ray Dolby 2002 Trust A. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F13Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Ray Dolby 2002 Trust B, dated April 19, 2002 (the "Ray Dolby 2002 Trust B"), voting power of which is held by David E. Dolby as Special Trustee of the Ray Dolby 2002 Trust B. This report is filed by Dagmar Dolby with respect to the securities held by the Ray Dolby 2002 Trust B. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F14Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Ray Dolby 2011 Trust A, dated December 14, 2011 (the "Ray Dolby 2011 Trust A"), voting power of which is held by Thomas E. Dolby as Special Trustee of the Ray Dolby 2011 Trust A. This report is filed by Dagmar Dolby with respect to the securities held by the Ray Dolby 2011 Trust A. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F15Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Ray Dolby 2011 Trust B, dated December 14, 2011 (the "Ray Dolby 2011 Trust B"), voting power of which is held by David E. Dolby as Special Trustee of the Ray Dolby 2011 Trust B. This report is filed by Dagmar Dolby with respect to the securities held by the Ray Dolby 2011 Trust B. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F16Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dolby Holdings II LLC, a limited liability company (the "Family LLC"), investment power of which is held by Dagmar Dolby, manager of the Family LLC, and voting power of which is held by (i) Thomas E. Dolby, a special manager of the Family LLC, with respect to 50% of such shares, and (ii) David E. Dolby, a special manager of the Family LLC, with respect to 50% of such shares. This report is filed by Dagmar Dolby with respect to the securities held by the Family LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F2On October 28, 2015, the Dagmar Dolby Trust (as defined below) (i) converted 1,310,000 shares of Class B Common Stock into a like number of shares of Class A Common Stock and gifted all such shares of Class A Common Stock to the Dagmar Dolby Fund, a California nonprofit public benefit corporation, and (ii) converted 30,000 shares of Class B Common Stock into a like number of shares of Class A Common Stock and gifted all such shares of Class A Common Stock to an unaffiliated charitable organization.
- F3Reflects shares of Class B Common Stock (as converted or convertible into, as applicable, a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Dagmar Dolby Trust under the Dolby Family Trust instrument, dated May 7, 1999 (the "Dagmar Dolby Trust"), voting power of which is shared by the Trustee and David E. Dolby, son of Dagmar Dolby, as Special Trustee of the Dagmar Dolby Trust. This report is filed jointly by Dagmar Dolby and the Dagmar Dolby Trust with respect to the securities held and transactions effected by the Dagmar Dolby Trust. The reporting persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.
- F4Reflects shares of Class A Common Stock held of record by Dagmar Dolby as Trustee of the Dolby Family Administrative Trust established under the Dolby Family Trust instrument, dated May 7, 1999 (the "Dolby Administrative Trust"), voting and dispositive power of which is held by Dagmar Dolby. This report is filed by Dagmar Dolby with respect to the securities held by the Dolby Administrative Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F5Shares of Class B Common Stock are convertible at any time at the option of the holder into shares of Class A Common Stock on a 1-for-1 basis.
- F6On October 28, 2015, the Dagmar Dolby Trust transferred 50,450 shares of Class B Common Stock to each of the Dagmar Dolby 2014 Trust AA and the Dagmar Dolby 2014 Trust BB. Each of the Dagmar Dolby 2014 Trust AA and the Dagmar Dolby 2014 Trust BB is a grantor retained annuity trust ("GRAT") whose trust instrument requires an annual annuity payment to the Dagmar Dolby Trust, and each such share transfer was made pursuant to the terms of each GRAT's trust instrument to correct an overpayment of the first annuity payment on April 27, 2015. No reporting person paid or received any funds or other consideration in connection with such share transfers. Applicable guidance provides that such share transfers made in pursuant to a GRAT's annuity payment requirements are exempt from the reporting requirements of Section 16(a) and the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, and as a result the reporting persons are voluntarily reporting such share transfers.
- F7Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Dagmar Dolby 2014 Trust AA, dated March 5, 2014 (the "Dagmar Dolby 2014 Trust AA"), voting power of which is held by Thomas E. Dolby, son of Dagmar Dolby, as Special Trustee of the Dagmar Dolby 2014 Trust AA. This report is filed by Dagmar Dolby with respect to the securities held and transactions effected by the Dagmar Dolby 2014 Trust AA. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F8Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Dagmar Dolby 2014 Trust BB, dated March 5, 2014 (the "Dagmar Dolby 2014 Trust BB"), voting power of which is held by David E. Dolby as Special Trustee of the Dagmar Dolby 2014 Trust BB. This report is filed by Dagmar Dolby with respect to the securities held and transactions effected by the Dagmar Dolby 2014 Trust BB. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F9On October 28, 2015, the Ray Dolby Trust (as defined below) transferred the remaining 2,298,300 shares of Class B Common Stock to the Dagmar Dolby Trust. This transfer was made for tax and estate planning purposes and no reporting person received any funds or other consideration in exchange for such share transfer.