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Filing Details

Accession Number:: 0001209191-23-059261
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-12-19 19:34:59
Reporting Period:: 2023-12-15

Accepted Time:: 2023-12-19 19:34:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1308547	Dolby Laboratories Inc.	DLB	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1256708	Andrew Mark Sherman	C/O Dolby Laboratories, Inc. 1275 Market Street San Francisco CA 94103	Evp, Gen. Counsel & Secretary	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2023-12-15	16,726	$0.00	73,456	No	4	A	Direct
Class A Common Stock	Acquisiton	2023-12-15	5,738	$0.00	79,194	No	4	M	Direct
Class A Common Stock	Disposition	2023-12-15	8,713	$88.60	70,481	No	4	F	Direct
Class A Common Stock	Disposition	2023-12-18	1,637	$87.49	68,844	No	4	F	Direct
Class A Common Stock	Disposition	2023-12-18	8,856	$86.19	59,988	No	4	S	Direct
Class A Common Stock	Disposition	2023-12-19	1,663	$86.01	58,325	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	M	Direct
No	4	F	Direct
No	4	F	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Performance-Based Restricted Stock Unit	Acquisiton	2023-12-15	8,363	$0.00	8,363	$0.00
Class A Common Stock	Employee Stock Option (Right to Buy)	Acquisiton	2023-12-15	29,316	$0.00	29,316	$87.49
Class A Common Stock	Performance-Based Restricted Stock Unit	Disposition	2023-12-15	5,738	$0.00	5,738	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,363		No	4	A	Direct
29,316	2033-12-15	No	4	A	Direct
0		No	4	M	Direct

Footnotes

Award represents a total of 16,726 restricted stock units granted under the terms of the Issuer's 2020 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 15, 2023. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
Shares held following the reported transactions include 56,529 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock.
In accordance with Rule 16b-3, shares reported as disposed of were withheld by the Issuer in a transaction exempt from Section 16(b) and not issued to the reporting person in order to cover withholding taxes incidental to the vesting of restricted stock units or performance-based restricted stock units.
Shares held following the reported transactions include 44,698 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
Shares held following the reported transactions include 41,398 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
The shares were sold in multiple transactions at prices ranging from $85.86 to $86.78, 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.
The shares were sold in multiple transactions at prices ranging from $85.89 to $86.138, 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.
The vesting of this performance-based restricted stock unit ("PSU") award is dependent upon (i) achievement of performance criteria measured during a three-year performance period beginning on December 15, 2023 and ending December 10, 2026 and (ii) a service-based vesting component to be satisfied upon certification of the achievement of the performance criteria. Each PSU represents a right to receive, upon vesting, one share of Class A common stock. The number of shares reported is at the target award amount. The reporting person may potentially earn from 0% to 200% of the target award amount based on achievement of annualized total shareholder return compared to the S&P Mid Cap 400 Index at the end of the three-year performance period. The actual PSU award earned shall vest upon certification by the Company's Compensation Committee of the achievement of the performance criteria, following the end of the three-year performance period.
This option was granted for a total of 29,316 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 15, 2023, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.
The vesting of the PSU award was dependent upon the achievement of performance criteria measured during a three-year performance period beginning on December 15, 2020 and ending December 12, 2023. The reporting person was eligible to earn from 0% to 200% of the target award amount (which was 7,136 shares) based on achievement of annualized total shareholder return compared to the S&P Mid Cap 400Index at the end of the three-year performance period. Following the end of the three-year performance period, the Issuer's Compensation Committee certified the achievement of the performance criteria at 80.41% of the target award amount resulting in the vesting of 5,738 PSUs. The remaining 1,398 PSUs were cancelled. The service-based vesting component of the PSU award was satisfied upon certification of the achievement of the performance criteria.