SEC Form 4 · accession 0001209191-16-110417
Dolby Laboratories, Inc. · DLB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Dagmar Dolby
10% Owner
Period of report
Mar 23, 2016
Accepted (ET)
Mar 24, 2016 · 4:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001308547
Table I — non-derivative securities
No Table I lines on this filing.
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,F1 | — | Mar 23, 2016 | G | 925,450 | D | — | — | Class A Common Stock | 925,450 | 0 | I |
| Class B Common StockF4,F1 | — | Mar 23, 2016 | G | 925,450 | A | — | — | Class A Common Stock | 925,450 | 13,930,744 | I |
| Class B Common StockF5,F1 | — | Mar 23, 2016 | G | 925,450 | D | — | — | Class A Common Stock | 925,450 | 0 | I |
| Class B Common StockF4,F1 | — | Mar 23, 2016 | G | 925,450 | A | — | — | Class A Common Stock | 925,450 | 14,856,194 | I |
| Class B Common StockF4,F1 | — | Mar 23, 2016 | G | 4,650,000 | D | — | — | Class A Common Stock | 4,650,000 | 10,206,194 | I |
| Class B Common StockF7,F1 | — | Mar 23, 2016 | G | 4,650,000 | A | — | — | Class A Common Stock | 4,650,000 | 4,650,000 | I |
| Class B Common StockF8,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 23,674,496 | I |
| Class B Common StockF9,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 536,033 | I |
| Class B Common StockF10,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 939,424 | I |
| Class B Common StockF11,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 2,103,495 | I |
| Class B Common StockF12,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 2,103,171 | I |
| Class B Common StockF13,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 2,500,000 | I |
Explanation of responses
- F1Shares of Class B Common Stock are convertible, at no cost, at any time at the option of the holder into shares of Class A Common Stock on a 1-for-1 basis.
- 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 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.
- 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 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.
- 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 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.
- F13Reflects 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 March 23, 2016, each of the Dagmar Dolby 2014 Trust AA and the Dagmar Dolby 2014 Trust BB transferred 925,450 shares of Class B Common Stock to the Dagmar Dolby Trust (each such trust as defined below). 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, and such share transfers were made in satisfaction of these annuity payment requirements and pursuant to the terms of each GRAT's trust instrument. No reporting person received any funds or other consideration in exchange for such share transfers. Applicable rules consider such a share transfer to be 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 (the "Exchange Act"), and as a result the reporting persons are voluntarily reporting such share transfers on this Form 4.
- F3Reflects 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.
- F4Reflects 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 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.
- F5Reflects 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.
- F6On March 23, 2016, the Dagmar Dolby Trust transferred 4,650,000 shares of Class B Common Stock to a newly formed GRAT, the Dagmar Dolby 2016 Trust BB (as defined below), for tax and estate planning purposes. No reporting person received any funds or other consideration in exchange for such share transfer. Applicable rules consider such a share transfer to be exempt from the reporting requirements of Section 16(a) and the provisions of Section 16(b) of the Exchange Act, and as a result the reporting persons are voluntarily reporting such share transfers on this Form 4.
- 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 2016 Trust BB, dated March 23, 2016 (the "Dagmar Dolby 2016 Trust BB"), voting power of which is held by David E. Dolby as Special Trustee of the Dagmar Dolby 2016 Trust BB. This report is filed by Dagmar Dolby with respect to the securities held and transactions effected by the Dagmar Dolby 2016 Trust BB. 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 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 Marital Trust. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F9Reflects 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.