Dolby Laboratories, Inc. — Director's Dealing 2021

Dec 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Dolby Laboratories, Inc. (DLB)
CIK: 0001308547
Period of Report: 2021-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-15	Class A Common Stock	F	10882	$90.55	Disposed	84467	Direct
2021-12-15	Class A Common Stock	A	43987	$0.00	Acquired	128454	Direct
2021-12-15	Class A Common Stock	M	29457	$42.98	Acquired	56870	Indirect
2021-12-15	Class A Common Stock	S	21361	$90.4748	Disposed	35509	Indirect
2021-12-15	Class A Common Stock	S	8096	$91.1656	Disposed	27413	Indirect
2021-12-16	Class A Common Stock	S	4723	$91.0377	Disposed	22690	Indirect
2021-12-16	Class A Common Stock	S	949	$91.9566	Disposed	21741	Indirect
2021-12-16	Class A Common Stock	F	5268	$91.80	Disposed	117829	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-15	Performance-Based Restricted Stock Unit	$	A	21993	Acquired		Class A Common Stock (21993)	Direct
2021-12-15	Employee Stock Option (Right to Buy)	$91.80	A	91047	Acquired	2031-12-15	Class A Common Stock (91047)	Direct
2021-12-15	Employee Stock Option (right to buy)	$42.98	M	29457	Disposed	2024-12-15	Class A Common Stock (29457)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	27413	Indirect
Class A Common Stock	27098	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 84,467 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F3: Award represents a total of 43,987 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, 2021. 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 128,454 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 $90.03 to $90.98, inclusive. 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: This transaction was executed in multiple trades at prices ranging from $91.00 to $91.38, inclusive. 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 $90.65 to $91.45, inclusive. 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: This transaction was executed in multiple trades at prices ranging from $91.81 to $92.15, inclusive. 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.

F9: Shares held following the reported transactions include 117,829 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F10: 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, 2021 and ending December 11, 2024. 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.

F11: This option was granted for a total of 91,047 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, 2021, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.

F12: This option was granted for a total of 291,598 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, 2014, the vesting commencement date, and the balance of the shares vested in equal monthly installments over the next 36 months thereafter.