SEC Form 4 · accession 0001209191-18-063591
Dolby Laboratories, Inc. · DLB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lewis Chew
Officer — EVP & Chief Financial Officer
Period of report
Dec 17, 2018
Accepted (ET)
Dec 19, 2018 · 7:59 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 | Dec 17, 2018 | F | 7,424 | $66.17 | D | 78,946 | D | |
| Class A Common StockF3,F4 | Dec 17, 2018 | A | 13,000 | $0.00 | A | 91,946 | 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)F5 | $64.60 | Dec 17, 2018 | A | 26,000 | A | — | Dec 17, 2025 | Class A Common Stock | 26,000 | 26,000 | D |
| Employee Stock Option (Right to Buy)F6 | $64.60 | Dec 17, 2018 | A | 52,000 | A | — | Dec 17, 2028 | Class A Common Stock | 52,000 | 52,000 | 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.
- F2Shares held following the reported transactions include 21,563 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
- F3Award represents a total of 13,000 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 17, 2018. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
- F4Shares held following the reported transactions include 34,563 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
- F5The 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 17, 2018 and ending December 17, 2021. 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.
- F6This option was granted for a total of 52,000 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 17, 2018, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.