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: Pendleton Todd (SVP, Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-15	Class A Common Stock	F	1578	$90.55	Disposed	27003	Direct
2021-12-15	Class A Common Stock	A	13054	$0.00	Acquired	40057	Direct
2021-12-16	Class A Common Stock	F	1153	$91.80	Disposed	38904	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-15	Performance-Based Restricted Stock Unit	$	A	6527	Acquired		Class A Common Stock (6527)	Direct
2021-12-15	Employee Stock Option (Right to Buy)	$91.80	A	27020	Acquired	2031-12-15	Class A Common Stock (27020)	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 25,399 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F3: Award represents a total of 13,054 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 38,453 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

F5: Shares held following the reported transactions include 36,128 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 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.

F7: This option was granted for a total of 27,020 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.