0001209191-23-059261.txt : 20231219 0001209191-23-059261.hdr.sgml : 20231219 20231219193459 ACCESSION NUMBER: 0001209191-23-059261 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231215 FILED AS OF DATE: 20231219 DATE AS OF CHANGE: 20231219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHERMAN MARK ANDREW CENTRAL INDEX KEY: 0001256708 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32431 FILM NUMBER: 231499001 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] ORGANIZATION NAME: 05 Real Estate & Construction 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 X0508 4 2023-12-15 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. Counsel & Secretary 0 Class A Common Stock 2023-12-15 4 A 0 16726 0.00 A 73456 D Class A Common Stock 2023-12-15 4 M 0 5738 0.00 A 79194 D Class A Common Stock 2023-12-15 4 F 0 8713 88.60 D 70481 D Class A Common Stock 2023-12-18 4 F 0 1637 87.49 D 68844 D Class A Common Stock 2023-12-18 4 S 0 8856 86.1868 D 59988 D Class A Common Stock 2023-12-19 4 S 0 1663 86.0122 D 58325 D Performance-Based Restricted Stock Unit 2023-12-15 4 A 0 8363 0.00 A Class A Common Stock 8363 8363 D Employee Stock Option (Right to Buy) 87.49 2023-12-15 4 A 0 29316 0.00 A 2033-12-15 Class A Common Stock 29316 29316 D Performance-Based Restricted Stock Unit 2023-12-15 4 M 0 5738 0.00 D Class A Common Stock 5738 0 D Award represents a total of 16,726 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, 2023. 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 56,529 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. 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 44,698 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 41,398 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 $85.86 to $86.78, 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 $85.89 to $86.138, 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 (i) achievement of performance criteria measured during a three-year performance period beginning on December 15, 2023 and ending December 10, 2026 and (ii) a service-based vesting component to be satisfied upon certification of the achievement of the performance criteria. 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 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 29,316 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, 2023, 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 15, 2020 and ending December 12, 2023. The reporting person was eligible to earn from 0% to 200% of the target award amount (which was 7,136 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 80.41% of the target award amount resulting in the vesting of 5,738 PSUs. The remaining 1,398 PSUs were cancelled. The service-based vesting component of the PSU award was satisfied upon certification of the achievement of the performance criteria. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 22, 2023 which was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) in effect at the time of adoption. /s/ Daniel Rodriguez, Attorney-in-Fact for Andy Sherman 2023-12-19