X0306 4 2019-12-16 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 2019-12-16 4 F 0 4898 67.75 D 43678 D Class A Common Stock 2019-12-16 4 A 0 13200 0.00 A 56878 D Class A Common Stock 2019-12-17 4 F 0 1612 68.40 D 55266 D Performance-Based Restricted Stock Unit 2019-12-16 4 A 0 6600 0.00 A Class A Common Stock 6600 6600 D Employee Stock Option (Right to Buy) 68.40 2019-12-16 4 A 0 60000 0.00 A 2029-12-16 Class A Common Stock 60000 60000 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 23,250 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. Award represents a total of 13,200 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 16, 2019. 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 36,450 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 33,200 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. 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 16, 2019 and ending December 13, 2022. 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 60,000 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 16, 2019, 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 2019-12-18