SEC Form 4 · accession 0001209191-16-148662
Dolby Laboratories, Inc. · DLB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Dagmar Dolby
10% Owner
Period of report
Nov 3, 2016
Accepted (ET)
Nov 7, 2016 · 4:56 pm EST
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 | Nov 3, 2016 | C | 330,000 | $0.00 | A | 330,000 | I | By Trust |
| Class A Common StockF3 | Nov 3, 2016 | G | 330,000 | $0.00 | D | 0 | 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,F4 | — | Nov 3, 2016 | J | 730,000 | A | — | — | Class A Common Stock | 730,000 | 11,736,194 | I |
| Class B Common StockF3,F4 | — | Nov 3, 2016 | J | 730,000 | A | — | — | Class A Common Stock | 730,000 | 12,466,194 | I |
| Class B Common StockF3,F4 | — | Nov 3, 2016 | G | 520,000 | A | — | — | Class A Common Stock | 520,000 | 12,986,194 | I |
| Class B Common StockF3,F4 | — | Nov 3, 2016 | G | 520,000 | A | — | — | Class A Common Stock | 520,000 | 13,506,194 | I |
| Class B Common StockF3,F4 | — | Nov 3, 2016 | G | 520,000 | D | — | — | Class A Common Stock | 520,000 | 12,986,194 | I |
| Class B Common StockF3,F4 | — | Nov 3, 2016 | G | 520,000 | D | — | — | Class A Common Stock | 520,000 | 12,466,194 | I |
| Class B Common StockF3,F4 | — | Nov 3, 2016 | G | 330,000 | D | — | — | Class A Common Stock | 330,000 | 12,136,194 | I |
| Class B Common StockF7,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 22,374,496 | I |
| Class B Common StockF8,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 160,592 | I |
| Class B Common StockF9,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 663,262 | I |
| Class B Common StockF10,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 1,473,301 | I |
| Class B Common StockF11,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 1,474,365 | I |
| Class B Common StockF12,F13,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 1,040,000 | I |
| Class B Common StockF14,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 4,650,000 | I |
Explanation of responses
- F1Each share of Class A Common Stock was 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 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.
- 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 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.
- F12As a result of the transactions described in footnotes 5 and 6 above, the number of shares held of record by the Family LLC has reduced from 2,500,000 to 1,040,000.
- 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.
- 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 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 securities held 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.
- F2On November 3, 2016, the Dagmar Dolby Trust (as defined below) (i) converted 330,000 shares of Class B Common Stock into the same number of shares of Class A Common Stock, and (ii) gifted all such shares of Class A Common Stock to the Dagmar Dolby Fund, a charitable organization of which Dagmar Dolby serves as one of three directors.
- F3Reflects shares of Class B Common Stock (as converted or convertible, as applicable, 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 respective pecuniary interest therein.
- F4Shares 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.
- F5On November 3, 2016, (i) the Family LLC (as defined below) distributed 730,000 shares of Class B Common Stock to each of its two members, which are Dolby family trusts of which Dagmar Dolby serves as the trustee, and (ii) each such member of the Family LLC transferred all such shares to the Dagmar Dolby Trust. All such shares were acquired by the Dagmar Dolby Trust in good faith in connection with a debt previously contracted and, pursuant to Section 16(b) of the Securities Exchange Act of 1934, such acquisitions are exempt from the application of such section.
- F6On November 3, 2016, (i) the Family LLC (as defined below) distributed 520,000 shares of Class B Common Stock to each of its two members, which are Dolby family trusts of which Dagmar Dolby serves as the trustee, (ii) each such member of the Family LLC transferred all such shares to the Dagmar Dolby Trust, (iii) the Dagmar Dolby Trust transferred 520,000 shares of Class B Common Stock back to each such member of the Family LLC, and (iv) each such member of the Family LLC contributed all such shares to the Family LLC. All of these share transfers were made for tax and estate planning purposes and for no value, and no reporting person received any funds or other consideration in exchange for any 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 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 respective 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 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, son of Dagmar 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.
- 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 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.