SEC Form 4 · accession 0001209191-18-063596
Dolby Laboratories, Inc. · DLB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kevin J Yeaman
Officer — President and CEO · Director
Period of report
Dec 17, 2018
Accepted (ET)
Dec 19, 2018 · 8:04 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 | 22,891 | $66.17 | D | 68,664 | D | |
| Class A Common StockF3,F4 | Dec 17, 2018 | A | 41,000 | $0.00 | A | 109,664 | D | |
| Class A Common StockF5 | Dec 18, 2018 | S | 17,001 | $64.5596 | D | 39,167 | I | By the Kevin and Rachel Yeaman Family Trust dated May 14, 2009 |
| Class A Common StockF6 | Dec 18, 2018 | S | 600 | $65.16 | D | 38,567 | I | By the Kevin and Rachel Yeaman Family Trust dated May 14, 2009 |
| Class A Common Stock | holding | — | — | — | 56,168 | I | By the Kevin and Rachel Yeaman Family Trust dated May 14, 2009 |
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 | 82,000 | A | — | Dec 17, 2025 | Class A Common Stock | 82,000 | 82,000 | D |
| Employee Stock Option (Right to Buy)F8 | $64.60 | Dec 17, 2018 | A | 164,000 | A | — | Dec 17, 2028 | Class A Common Stock | 164,000 | 164,000 | 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 68,664 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
- F3Award represents a total of 41,000 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 109,664 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
- F5This transaction was executed in multiple trades at prices ranging from $64.15 to $65.12. 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.
- F6This transaction was executed in multiple trades at prices ranging from $65.15 to $65.18. 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.
- 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 164,000 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.