Dolby Laboratories, Inc. — Director's Dealing 2020

Dec 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dolby Laboratories, Inc. (DLB)
CIK: 0001308547
Period of Report: 2020-12-15

Reporting Person: Baker Giles (SVP, Consumer Entertainment)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-15	Class A Common Stock	F	3038	$90.86	Disposed	28212	Direct
2020-12-15	Class A Common Stock	A	13501	$0.00	Acquired	41713	Direct
2020-12-16	Class A Common Stock	S	2385	$90.9049	Disposed	39328	Direct
2020-12-16	Class A Common Stock	S	702	$91.9231	Disposed	38626	Direct
2020-12-16	Class A Common Stock	F	1550	$92.08	Disposed	37076	Direct
2020-12-16	Class A Common Stock	M	959	$45.50	Acquired	38035	Direct
2020-12-16	Class A Common Stock	S	433	$91.00	Disposed	37602	Direct
2020-12-16	Class A Common Stock	S	526	$91.313	Disposed	37076	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-15	Performance-Based Restricted Stock Unit	$	A	6750	Acquired		Class A Common Stock (6750)	Direct
2020-12-15	Employee Stock Option (Right to Buy)	$92.08	A	28903	Acquired	2030-12-15	Class A Common Stock (28903)	Direct
2020-12-16	Employee Stock Option (Right to Buy)	$45.50	M	959	Disposed	2026-12-15	Class A Common Stock (959)	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 25,125 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F3: Award represents a total of 13,501 restricted stock units granted under the terms of the Issuer's 2020 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, 2020. 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 38,626 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F5: The shares were sold in multiple transactions at prices ranging from $90.67 to $91.285, inclusive. The price reported above 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.

F6: The shares were sold in multiple transactions at prices ranging from $91.82 to $92.00, inclusive. The price reported above 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.

F7: Shares held following the reported transactions include 35,501 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F8: The shares were sold in multiple transactions at prices ranging from $91.02 to $92.00, inclusive. The price reported above 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 restricted stock unit ("PSU") award is dependent upon achievement of performance criteria measured during a three-year performance period beginning on December 15, 2020 and ending December 12, 2023. 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.

F10: This option was granted for a total of 28,903 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, 2020, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.

F11: 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 vested on the first anniversary of December 15, 2016, the vesting commencement date, and the balance of the shares vested in equal monthly installments over the next 36 months thereafter.