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: Borchers Bob (SVP & Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-15	Class A Common Stock	A	11500	$0.00	Acquired	70031	Direct
2016-12-15	Class A Common Stock	F	2569	$45.50	Disposed	67462	Direct

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	23000	Acquired	2023-12-15	Class A Common Stock (23000)	Direct
2016-12-15	Employee Stock Option (Right to Buy)	$45.50	A	46000	Acquired	2026-12-15	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, 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 59,721 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F3: Shares include 10 shares acquired under the Issuer's Employee Stock Purchase Plan on November 15, 2016.

F4: 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.

F5: Shares held following the reported transactions include 52,886 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, 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.

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, 2016, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.