Dolby Laboratories, Inc. — Director's Dealing 2015

Dec 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dolby Laboratories, Inc. (DLB)
CIK: 0001308547
Period of Report: 2015-12-15

Reporting Person: BERGERON MICHAEL (SVP, WW Sales and Field Oper.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-15	Class A Common Stock	A	11500	$0.00	Acquired	73356	Direct
2015-12-15	Class A Common Stock	F	1086	$33.15	Disposed	72270	Direct
2015-12-16	Class A Common Stock	F	1833	$34.01	Disposed	70437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-15	Performance-Based Stock Option (Right to Buy)	$33.15	A	23000	Acquired	2022-12-15	Class A Common Stock (23000)	Direct
2015-12-15	Employee Stock Option (Right to Buy)	$33.15	A	46000	Acquired	2025-12-15	Class A Common Stock (46000)	Direct

Footnotes

F1: Award represents a total of 11,500 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 15, 2015. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.

F2: Shares held following the reported transactions include 52,966 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F3: In 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 incident to the vesting of restricted stock units.

F4: Shares held following the reported transactions include 50,078 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F5: Shares held following the reported transactions include 45,203 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F6: The 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 15, 2015 and ending December 15, 2018. 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.

F7: This option was granted for a total of 46,000 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 15, 2015, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.