Dolby Laboratories, Inc. — Director's Dealing 2016

Dec 20, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dolby Laboratories, Inc. (DLB)
CIK: 0001308547
Period of Report: 2016-12-15

Reporting Person: YEAMAN KEVIN J (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-15	Class A Common Stock	A	46551	$0.00	Acquired	168710	Direct
2016-12-15	Class A Common Stock	F	12146	$45.50	Disposed	145435	Direct
2016-12-16	Class A Common Stock	F	7049	$45.86	Disposed	131926	Direct
2016-12-16	Class A Common Stock	S	2504	$45.7069	Disposed	132206	Indirect
2016-12-19	Class A Common Stock	S	2907	$45.944	Disposed	129299	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-15	Performance-Based Stock Option (Right to Buy)	$45.50	A	97199	Acquired	2023-12-15	Class A Common Stock (97199)	Direct
2016-12-15	Employee Stock Option (Right to Buy)	$45.50	A	194399	Acquired	2026-12-15	Class A Common Stock (194399)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	128250	Indirect
Class A Common Stock	134710	Indirect

Footnotes

F1: Award represents a total of 46,551 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, 2016. 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 168,710 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 145,435 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 131,926 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F6: This transaction was executed in multiple trades at prices ranging from $45.50 to $45.92. 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.

F7: This transaction was executed in multiple trades at prices ranging from $45.75 to $46.23. 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.

F8: 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, 2016 and ending December 15, 2019. 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.

F9: This option was granted for a total of 194,399 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, 2016, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.