X0306 4 2018-12-17 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 2018-12-17 4 F 0 6387 66.17 D 41669 D Class A Common Stock 2018-12-17 4 A 0 13000 0.00 A 54669 D Class A Common Stock 2018-12-18 4 S 0 4326 64.494 D 50343 D Class A Common Stock 2018-12-18 4 S 0 400 65.1539 D 49943 D Performance-Based Stock Option (Right to Buy) 64.60 2018-12-17 4 A 0 26000 0.00 A 2025-12-17 Class A Common Stock 26000 26000 D Employee Stock Option (Right to Buy) 64.60 2018-12-17 4 A 0 52000 0.00 A 2028-12-17 Class A Common Stock 52000 52000 D 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. Shares held following the reported transactions include 20,125 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. Award represents a total of 13,000 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 17, 2018. 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 33,125 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 $64.10 to $65.06, 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 $65.10 to $65.22, 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 stock option ("PSO") award is dependent upon achievement of performance criteria measured during a three-year performance period beginning on December 17, 2018 and ending December 17, 2021. 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 52,000 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 17, 2018, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter. 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 2018-12-19