Dolby Laboratories, Inc. — Director's Dealing 2017

Dec 20, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dolby Laboratories, Inc. (DLB)
CIK: 0001308547
Period of Report: 2017-12-15

Reporting Person: SHERMAN MARK ANDREW (EVP, GEN. COUN. & SECRTY)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-15	Class A Common Stock	F	4894	$60.99	Disposed	41531	Direct
2017-12-15	Class A Common Stock	A	14000	$0.00	Acquired	55531	Direct
2017-12-18	Class A Common Stock	F	1817	$62.32	Disposed	53714	Direct
2017-12-18	Class A Common Stock	S	2929	$62.5798	Disposed	50785	Direct
2017-12-19	Class A Common Stock	S	1665	$62.2168	Disposed	49120	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-15	Performance-Based Stock Option (Right to Buy)	$62.32	A	28000	Acquired	2024-12-15	Class A Common Stock (28000)	Direct
2017-12-15	Employee Stock Option (Right to Buy)	$62.32	A	56000	Acquired	2027-12-15	Class A Common Stock (56000)	Direct

Footnotes

F1: 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 incidental to the vesting of restricted stock units.

F2: Shares held following the reported transactions include 22,484 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F3: Shares include 490 shares acquired under the Issuer's Employee Stock Purchase Plan on November 15, 2017.

F4: Award represents a total of 14,000 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 15, 2017. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.

F5: Shares held following the reported transactions include 36,484 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F6: Shares held following the reported transactions include 33,002 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F7: This transaction was executed in multiple trades at prices ranging from $62.21 to $62.93. 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 shares were sold in multiple transactions at prices ranging from $62 to $62.41, inclusive. The price reported 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.

F9: 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, 2017 and ending December 15, 2020. 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.

F10: This option was granted for a total of 56,000 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, 2017, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.