SEC Form 4 · accession 0001209191-18-022121
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 28, 2018
Accepted (ET)
Mar 29, 2018 · 5:40 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 | Mar 28, 2018 | C | 1,000,000 | $0.00 | A | 1,000,000 | I | By Trust |
| Class A Common StockF3 | Mar 28, 2018 | G | 1,000,000 | $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 | — | Mar 28, 2018 | C | 1,000,000 | D | — | — | Class A Common Stock | 1,000,000 | 10,386,194 | I |
| Class B Common StockF6,F4 | — | Mar 28, 2018 | G | 1,556,423 | D | — | — | Class A Common Stock | 1,556,423 | 1,155,977 | I |
| Class B Common StockF3,F4 | — | Mar 28, 2018 | G | 1,556,423 | A | — | — | Class A Common Stock | 1,556,423 | 11,942,617 | I |
| Class B Common StockF6,F4 | — | Mar 28, 2018 | G | 1,155,977 | D | — | — | Class A Common Stock | 1,155,977 | 0 | I |
| Class B Common StockF8,F4 | — | Mar 28, 2018 | G | 1,155,977 | A | — | — | Class A Common Stock | 1,155,977 | 1,155,977 | I |
| Class B Common StockF10,F4 | — | Mar 28, 2018 | G | 824,000 | D | — | — | Class A Common Stock | 824,000 | 24,108,162 | I |
| Class B Common StockF3,F4 | — | Mar 28, 2018 | G | 824,000 | A | — | — | Class A Common Stock | 824,000 | 12,766,617 | I |
| Class B Common StockF3,F4 | — | Mar 28, 2018 | G | 350,000 | D | — | — | Class A Common Stock | 350,000 | 12,416,617 | I |
| Class B Common StockF12,F4 | — | Mar 28, 2018 | G | 350,000 | A | — | — | Class A Common Stock | 350,000 | 350,000 | I |
| Class B Common StockF13,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 160,592 | I |
| Class B Common StockF14,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 463,262 | I |
| Class B Common StockF15,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 1,040,000 | I |
| Class B Common StockF16,F4 | — | holding | — | — | — | — | — | Class A Common Stock | — | 1,937,600 | 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 holder.
- 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 Marital Trust under the Dolby Family Trust instrument, dated May 7, 1999 (the "Marital Trust"), voting power over which is shared by the Trustee and David E. Dolby as Special Trustee of the Marital Trust. This report is filed jointly by Dagmar Dolby and the Marital Trust with respect to the securities held and transactions effected by the Marital Trust. The reporting persons disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.
- F11On March 28, 2018, the Dagmar Dolby Trust contributed 350,000 shares of Class B Common Stock to Dolby Holdings III (as defined below), a newly formed family limited liability company. Such share contribution was effected solely for tax and estate planning and investment management purposes, and was a transfer for no value without the payment or receipt of any funds or other consideration by any reporting person in exchange therefor.
- F12Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dolby Holdings III LLC, a limited liability company ("Dolby Holdings III"), investment and voting power over which is held by Dagmar Dolby, manager of Dolby Holdings III. This report is filed by Dagmar Dolby with respect to the securities held and transactions effected by Dolby Holdings III. 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 A, dated April 19, 2002 (the "Ray Dolby 2002 Trust A"), voting power over 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.
- 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 2002 Trust B, dated April 19, 2002 (the "Ray Dolby 2002 Trust B"), voting power over 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.
- F15Reflects 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 ("Dolby Holdings II"), investment power over which is held by Dagmar Dolby, manager of Dolby Holdings II, and voting power over which is held by (i) Thomas E. Dolby, a special manager of Dolby Holdings II, with respect to 50% of such shares, and (ii) David E. Dolby, a special manager of Dolby Holdings II, with respect to 50% of such shares. This report is filed by Dagmar Dolby with respect to the securities held by Dolby Holdings II. 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 Dagmar Dolby as the Trustee of the Dagmar Dolby 2017 Trust BB, dated May 25, 2017 (the "Dagmar Dolby 2017 Trust BB"), voting power over which is held by David E. Dolby as Special Trustee of the Dagmar Dolby 2017 Trust BB. This report is filed by Dagmar Dolby with respect to the securities held by the Dagmar Dolby 2017 Trust BB. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F2On March 28, 2018, the Dagmar Dolby Trust (as defined below) converted 1,000,000 shares of Class B Common Stock into the same number of shares of Class A Common Stock and 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 over 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 March 28, 2018, the Dagmar Dolby 2016 Trust BB (as defined below) transferred 1,556,423 shares of Class B Common Stock to the Dagmar Dolby Trust. Such share transfer was effected in satisfaction of the annuity payment requirements, and in accordance with the terms, of the Dagmar Dolby 2016 Trust BB's trust instrument, and was a transfer for no value without the payment or receipt of any funds or other consideration by any reporting person in exchange therefor. 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, and as a result the reporting persons are voluntarily reporting such share transfer on this Form 4.
- F6Reflects 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 over 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 respective pecuniary interest therein.
- F7On March 28, 2018, following the annuity payment described in footnote (5) above, the Dagmar Dolby 2016 Trust BB distributed all remaining shares of Class B Common Stock it held, totaling 1,155,977 shares, to the Dagmar Dolby 2016 Trust B (as defined below). Such distribution was effected in satisfaction of the distribution requirements, and in accordance with the terms, of the Dagmar Dolby 2016 Trust BB's trust instrument, and was a transfer for no value without the payment or receipt of any funds or other consideration by any reporting person in exchange therefor.
- 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 2016 Trust B, dated March 23, 2016 (the "Dagmar Dolby 2016 Trust B"), voting power over which is held by David E. Dolby as Special Trustee of the Dagmar Dolby 2016 Trust B. This report is filed by Dagmar Dolby with respect to the securities held and transactions effected by the Dagmar Dolby 2016 Trust B. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
- F9On March 28, 2018, the Marital Trust (as defined below) transferred 824,000 shares of Class B Common Stock to the Dagmar Dolby Trust. Such share transfer was effected solely for tax and estate planning purposes, and was a transfer for no value without the payment or receipt of any funds or other consideration by any reporting person in exchange therefor.