SEC Form 4 · accession 0001209191-18-038922
Dolby Laboratories, Inc. · DLB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Dagmar Dolby
10% Owner
Period of report
Jun 19, 2018
Accepted (ET)
Jun 21, 2018 · 4:03 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,F2 | Jun 19, 2018 | C | 50,000 | $0.00 | A | 50,000 | I | By Trust |
| Class A Common StockF3,F2 | Jun 19, 2018 | S | 49,900 | $64.8208 | D | 100 | I | By Trust |
| Class A Common StockF2 | Jun 19, 2018 | S | 100 | $65.17 | D | 0 | I | By Trust |
| Class A Common StockF1,F2 | Jun 20, 2018 | C | 50,000 | $0.00 | A | 50,000 | I | By Trust |
| Class A Common StockF4,F2 | Jun 20, 2018 | S | 50,000 | $65.2182 | 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 StockF2,F5 | — | Jun 19, 2018 | C | 50,000 | D | — | — | Class A Common Stock | 50,000 | 11,766,617 | I |
| Class B Common StockF2,F5 | — | Jun 20, 2018 | C | 50,000 | D | — | — | Class A Common Stock | 50,000 | 11,716,617 | I |
| Class B Common StockF7,F5 | — | Jun 20, 2018 | G | 764,000 | D | — | — | Class A Common Stock | 764,000 | 1,173,600 | I |
| Class B Common StockF2,F5 | — | Jun 20, 2018 | G | 764,000 | A | — | — | Class A Common Stock | 764,000 | 12,480,617 | I |
| Class B Common StockF2,F5 | — | Jun 20, 2008 | G | 3,800,000 | D | — | — | Class A Common Stock | 3,800,000 | 8,680,617 | I |
| Class B Common StockF9,F5 | — | Jun 20, 2018 | G | 3,800,000 | A | — | — | Class A Common Stock | 3,800,000 | 3,800,000 | I |
| Class B Common StockF10,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 24,108,162 | I |
| Class B Common StockF11,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 350,000 | I |
| Class B Common StockF12,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 160,592 | I |
| Class B Common StockF13,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 463,262 | I |
| Class B Common StockF14,F5 | — | holding | — | — | — | — | — | Class A Common Stock | — | 1,040,000 | 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, and at no cost to, 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 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.
- F11Reflects 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 power over which is held by Dagmar Dolby, manager of Dolby Holdings III, and voting power over which is held by David E. Dolby, the Special Manager of Dolby Holdings III. This report is filed by Dagmar Dolby with respect to the securities held by Dolby Holdings III. 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 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.
- 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 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.
- F14Reflects 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.
- F2Reflects 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.
- F3The shares were sold in multiple transactions at prices ranging from $64.13 to $65.12, inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake 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.
- F4The shares were sold in multiple transactions at prices ranging from $64.915 to $65.35, inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake 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.
- F5Shares of Class B Common Stock are convertible, at no cost, at any time at the election of the holder into shares of Class A Common Stock on a 1-for-1 basis.
- F6On June 20, 2018, the Dagmar Dolby 2017 Trust BB (as defined below), which is a grantor retained annuity trust, transferred 764,000 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 2017 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 (the "Exchange Act"), and as a result the reporting persons are voluntarily reporting such share transfer 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 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 and transactions effected 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.
- F8On June 20, 2018, the Dagmar Dolby Trust contributed 3,800,000 shares of Class B Common Stock to a newly formed grantor retained annuity trust, the Dagmar Dolby 2018 Trust BB (as defined below). Such share contribution 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. Applicable rules consider such a share contribution 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 contribution on this Form 4.
- 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 Dagmar Dolby 2018 Trust BB, dated June 20, 2018 (the "Dagmar Dolby 2018 Trust BB"), voting power over which is held by David E. Dolby as Special Trustee of the Dagmar Dolby 2018 Trust BB. This report is filed by Dagmar Dolby with respect to the securities held and transactions effected by the Dagmar Dolby 2018 Trust BB. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
Remarks
**All of the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.**