SEC Form 4 · accession 0001209191-18-063595

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 17, 2018

Accepted (ET)

Dec 19, 2018 · 8:03 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
Class A Common Stock^F2	Dec 17, 2018	F	6,387	$66.17	D	41,669	D
Class A Common Stock^F3,F4	Dec 17, 2018	A	13,000	$0.00	A	54,669	D
Class A Common Stock^F5,F4	Dec 18, 2018	S	4,326	$64.494	D	50,343	D
Class A Common Stock^F6,F4	Dec 18, 2018	S	400	$65.1539	D	49,943	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)^F7	$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)^F8	$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 20,125 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 33,125 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F5The shares were sold in multiple transactions at prices ranging from $64.10 to $65.06, inclusive. The price reported above 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.
F6The shares were sold in multiple transactions at prices ranging from $65.10 to $65.22, inclusive. The price reported above 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.
F7The 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.
F8This 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.

Remarks

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.