X0306 4 2015-12-15 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 2015-12-15 4 A 0 12500 0.00 A 63713 D Class A Common Stock 2015-12-15 4 F 0 3821 33.15 D 59892 D Class A Common Stock 2015-12-16 4 F 0 1817 34.01 D 58075 D Performance-Based Stock Option (Right to Buy) 33.15 2015-12-15 4 A 0 25000 0.00 A 2022-12-15 Class A Common Stock 25000 25000 D Employee Stock Option (Right to Buy) 33.15 2015-12-15 4 A 0 50000 0.00 A 2025-12-15 Class A Common Stock 50000 50000 D Award represents a total of 12,500 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 15, 2015. 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 56,910 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. 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 incident to the vesting of restricted stock units. Shares held following the reported transactions include 49,009 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. Shares held following the reported transactions include 45,527 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. The vesting of this performance-based stock option ("PSO") award is dependent upon achievement of performance criteria measured during a three-year performance period beginning on December 15, 2015 and ending December 15, 2018. The number of shares reported is at the target award amount. The reporting person may potentially earn from 0% to 125% of the target award amount based on total shareholder return at the end of the three-year performance period. The actual PSO 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 50,000 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, 2015, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter. /s/ Daniel Rodriguez, Attorney-in-Fact for Andy Sherman 2015-12-17