Dolby Laboratories, Inc. — Director's Dealing 2019

Dec 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dolby Laboratories, Inc. (DLB)
CIK: 0001308547
Period of Report: 2019-12-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-16	Class A Common Stock	F	17120	$67.75	Disposed	75138	Direct
2019-12-16	Class A Common Stock	A	42500	$0.00	Acquired	117638	Direct
2019-12-17	Class A Common Stock	S	17406	$65.8574	Disposed	32895	Indirect
2019-12-17	Class A Common Stock	F	5082	$68.40	Disposed	107388	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-16	Performance-Based Restricted Stock Unit	$	A	21250	Acquired		Class A Common Stock (21250)	Direct
2019-12-16	Employee Stock Option (Right to Buy)	$68.40	A	193175	Acquired	2029-12-16	Class A Common Stock (193175)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	50301	Indirect
Class A Common Stock	38063	Indirect

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 75,138 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F3: Award represents a total of 42,500 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 16, 2019. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.

F4: Shares held following the reported transactions include 117,638 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F5: This transaction was executed in multiple trades at prices ranging from $68.44 to $69.15. 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.

F6: Shares held following the reported transactions include 107,388 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F7: The vesting of this performance-based restricted stock unit ("PSU") award is dependent upon achievement of performance criteria measured during a three-year performance period beginning on December 16, 2019 and ending December 13, 2022. 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 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.

F8: This option was granted for a total of 193,175 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 16, 2019, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.