0001209191-22-062075.txt : 20221219 0001209191-22-062075.hdr.sgml : 20221219 20221219214021 ACCESSION NUMBER: 0001209191-22-062075 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221215 FILED AS OF DATE: 20221219 DATE AS OF CHANGE: 20221219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHERMAN MARK ANDREW CENTRAL INDEX KEY: 0001256708 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32431 FILM NUMBER: 221472739 MAIL ADDRESS: STREET 1: DOLBY LABORATORIES, INC. STREET 2: 1275 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dolby Laboratories, Inc. CENTRAL INDEX KEY: 0001308547 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 900199783 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 BUSINESS ADDRESS: STREET 1: 1275 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415 558 0200 MAIL ADDRESS: STREET 1: 1275 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-12-15 0 0001308547 Dolby Laboratories, Inc. DLB 0001256708 SHERMAN MARK ANDREW C/O DOLBY LABORATORIES, INC. 1275 MARKET STREET SAN FRANCISCO CA 94103 0 1 0 0 EVP, GEN. COUN. & SECRTY Class A Common Stock 2022-12-15 4 F 0 2510 73.17 D 49372 D Class A Common Stock 2022-12-15 4 A 0 18299 0.00 A 67671 D Class A Common Stock 2022-12-16 4 M 0 5344 0.00 A 73015 D Class A Common Stock 2022-12-16 4 F 0 3574 71.07 D 69441 D Class A Common Stock 2022-12-16 4 S 0 2334 70.6604 D 67107 D Class A Common Stock 2022-12-19 4 F 0 1612 70.80 D 65495 D Class A Common Stock 2022-12-19 4 S 0 4738 69.8021 D 60757 D Class A Common Stock 2022-12-19 4 S 0 332 70.444 D 60425 D Performance-Based Restricted Stock Unit 2022-12-15 4 A 0 9149 0.00 A Class A Common Stock 9149 9149 D Employee Stock Option (Right to Buy) 71.07 2022-12-15 4 A 0 32944 0.00 A 2032-12-15 Class A Common Stock 32944 32944 D Performance-Based Restricted Stock Unit 2022-12-16 4 M 0 5344 0.00 D Class A Common Stock 5344 0 D In accordance with Rule 16b-3, shares reported as disposed of were withheld by the Issuer in a transaction exempt from Section 16(b) and not issued to the reporting person in order to cover withholding taxes incidental to the vesting of restricted stock units or performance-based restricted stock units. Shares held following the reported transactions include 28,054 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. Shares include 281 shares acquired under the Issuer's Employee Stock Purchase Plan on May 16, 2022. Award represents a total of 18,299 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, 2022. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting. Shares held following the reported transactions include 46,353 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock. Shares held following the reported transactions include 43,053 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. The shares were sold in multiple transactions at prices ranging from $70.433 to $71.11, 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. Shares held following the reported transactions include 39,803 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. The shares were sold in multiple transactions at prices ranging from $69.257 to $70.20, 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. The shares were sold in multiple transactions at prices ranging from $70.27 to $70.70, 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. 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, 2022 and ending December 10, 2025. 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. This option was granted for a total of 32,944 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, 2022, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter. The vesting of the PSU award was dependent upon the achievement of performance criteria measured during a three-year performance period beginning on December 16, 2019 and ending December 13, 2022. The reporting person was eligible to earn from 0% to 200% of the target award amount (which was 6,600 shares) 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. Following the end of the three-year performance period, the Issuer's Compensation Committee certified the achievement of the performance criteria at 80.98% of the target award amount resulting in the vesting of 5,344 PSUs. The remaining 1,256 PSUs were cancelled. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. /s/ Daniel Rodriguez, Attorney-in-Fact for Andy Sherman 2022-12-19