SEC Form 4 · accession 0001209191-17-066573
Dolby Laboratories, Inc. · DLB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Andrew Sherman
Officer — EVP, GEN. COUN. & SECRTY
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 8:57 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 StockF2,F3 | Dec 15, 2017 | F | 4,894 | $60.99 | D | 41,531 | D | |
| Class A Common StockF4,F5 | Dec 15, 2017 | A | 14,000 | $0.00 | A | 55,531 | D | |
| Class A Common StockF6 | Dec 18, 2017 | F | 1,817 | $62.32 | D | 53,714 | D | |
| Class A Common StockF7,F6 | Dec 18, 2017 | S | 2,929 | $62.5798 | D | 50,785 | D | |
| Class A Common StockF8,F6 | Dec 19, 2017 | S | 1,665 | $62.2168 | D | 49,120 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Stock Option (Right to Buy)F9 | $62.32 | Dec 15, 2017 | A | 28,000 | A | — | Dec 15, 2024 | Class A Common Stock | 28,000 | 28,000 | D |
| Employee Stock Option (Right to Buy)F10 | $62.32 | Dec 15, 2017 | A | 56,000 | A | — | Dec 15, 2027 | Class A Common Stock | 56,000 | 56,000 | D |
Explanation of responses
- F1In accordance with Rule 16b-3, shares reported as disposed of were withheld by the Issuer and not issued to the reporting person in order to cover withholding taxes incidental to the vesting of restricted stock units.
- F10This option was granted for a total of 56,000 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vests on the first anniversary of December 15, 2017, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.
- F2Shares held following the reported transactions include 22,484 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
- F3Shares include 490 shares acquired under the Issuer's Employee Stock Purchase Plan on November 15, 2017.
- F4Award represents a total of 14,000 restricted stock units granted under the terms of the Issuer's 2005 Stock Plan. Under the terms of the restricted stock unit grant agreement, 1/4 of the total number of units shall vest on each anniversary of December 15, 2017. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
- F5Shares held following the reported transactions include 36,484 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
- F6Shares held following the reported transactions include 33,002 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
- F7This transaction was executed in multiple trades at prices ranging from $62.21 to $62.93. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.
- F8The shares were sold in multiple transactions at prices ranging from $62 to $62.41, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.
- F9The vesting of this performance-based stock option ("PSO") award is dependent upon achievement of performance criteria measured during a three-year performance period beginning on December 15, 2017 and ending December 15, 2020. The number of shares reported is at the target award amount. The reporting person may potentially earn from 0% to 125% of the target award amount based on total shareholder return at the end of the three-year performance period. The actual PSO award earned shall vest immediately upon certification by the Company's Compensation Committee of the achievement of the performance criteria, following the end of the three-year performance period.
Remarks
The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.