0001193125-20-299386.txt : 20201120 0001193125-20-299386.hdr.sgml : 20201120 20201120160553 ACCESSION NUMBER: 0001193125-20-299386 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20201120 DATE AS OF CHANGE: 20201120 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE DAGMAR DOLBY 2016 TRUST B DATED MARCH 23, 2016 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE DAGMAR DOLBY 2019 TRUST BB DATED JULY 22, 2019 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE DAGMAR DOLBY 2020 TRUST BB DATED MARCH 17, 2020 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE DAGMAR DOLBY 2020 TRUST BB-2 DATED NOVEMBER 18, 2020 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE DAGMAR DOLBY TRUST UNDER THE DOLBY FAMILY TRUST GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE MARITAL TRUST UNDER THE DOLBY FAMILY TRUST INSTRUMENT GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE RAY DOLBY 2002 TRUST A DATED APRIL 19, 2002 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE RAY DOLBY 2002 TRUST B DATED APRIL 19, 2002 GROUP MEMBERS: DAVID E. DOLBY GROUP MEMBERS: DOLBY HOLDINGS II LLC GROUP MEMBERS: DOLBY HOLDINGS III LLC GROUP MEMBERS: THOMAS E. DOLBY SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80595 FILM NUMBER: 201332506 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dolby Dagmar CENTRAL INDEX KEY: 0001537372 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O DOLBY LABORATORIES, INC. STREET 2: 1275 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 SC 13D/A 1 d17236dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 51)*

 

 

DOLBY LABORATORIES, INC.

(Name of Issuer)

CLASS A COMMON STOCK

CLASS B COMMON STOCK

(Title of Class of Securities)

CLASS A COMMON STOCK: 25659T107

CLASS B COMMON STOCK: Not Applicable

(CUSIP Number)

Dolby Laboratories, Inc.

1275 Market Street

San Francisco, CA 94103

Phone: (415) 558-0200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 18, 2020

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ☐

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(Continued on following pages)

(Page 1 of 19 Pages)


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 2 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dagmar Dolby

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  97,000 shares of Class A Common Stock (1)(2)

  8.     

  Shared voting power

 

  663,250 shares of Class A Common Stock and 30,634,779 shares of Class B Common Stock (1)(3)

  9.     

  Sole dispositive power

 

  97,000 shares of Class A Common Stock and 36,052,233 shares of Class B Common Stock (1)(4)

  10.     

  Shared dispositive power

 

  663,250 shares of Class A Common Stock (1)(5)

11.    

  Aggregate amount beneficially owned by each reporting person

 

  760,250 shares of Class A Common Stock and 36,052,233 shares of Class B Common Stock (1)(3)(4)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  36.7% (1)(6)(7)(8)

14.    

  Type of reporting person (see instructions)

 

  IN

 

(1)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(2)

Consists of 97,000 shares of Class A Common Stock held of record by the Ray and Dagmar Dolby Family Fund, a California nonprofit public benefit corporation and a private foundation within the meaning of section 509(a) of the Internal Revenue Code (the “Dolby Family Fund”). Dagmar Dolby is the President and sole director of, and has sole dispositive and voting power over the shares held of record by, the Dolby Family Fund. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

(3)

Consists of (i) 663,250 shares of Class A Common Stock held of record by the Dagmar Dolby Fund, a California nonprofit public benefit corporation (the “Dagmar Dolby Fund”), (ii) 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust under the Dolby Family Trust Instrument dated May 7, 1999 (the “Marital Trust”), and (iii) 6,526,617 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust under the Dolby Family Trust Instrument dated May 7, 1999 (the “Dagmar Dolby Trust”). Dagmar Dolby, as one of three directors of the Dagmar Dolby Fund, has shared voting power over all 663,250 shares of Class A Common Stock held of record by the Dagmar Dolby Fund, with voting and disposition decisions regarding such shares requiring the majority vote of the Dagmar Dolby Fund’s board of directors. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of each of the Marital Trust and the Dagmar Dolby Trust. Dagmar Dolby has sole dispositive power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

(4)

Consists of (i) 97,000 shares of Class A Common Stock held of record by the Dolby Family Fund, (ii) 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust, (iii) 6,526,617 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust, (iv) 160,592 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A dated April 19, 2002 (the “Ray Dolby 2002 Trust A”), (v) 463,262 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B dated April 19, 2002 (the “Ray Dolby 2002 Trust B”), (vi) 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II LLC (“Dolby Holdings II”), (vii) 350,000 shares of Class B Common Stock held of record by Dolby Holdings III LLC (“Dolby Holdings III”), (viii) 403,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B, dated March 23, 2016 (the “Dagmar Dolby 2016 Trust B”), and (ix) 3,000,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 Trust BB-2 dated November 18, 2020 (the “Dagmar Dolby 2020 Trust BB-2”). Dagmar Dolby is the Trustee of, and has sole dispositive power over the shares held of record by, each of the Marital Trust, the Dagmar Dolby Trust, the Ray Dolby 2002 Trust A, the Ray Dolby 2002 Trust B, the Dagmar Dolby 2016 Trust B and the Dagmar Dolby 2020 Trust BB-2. Dagmar Dolby and David E. Dolby, Special Trustee of the Marital Trust and the Dagmar Dolby Trust, have shared voting power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee. Thomas E. Dolby, Dagmar Dolby’s son, is the Special Trustee of, and has sole voting power over the shares held of record by, the Ray Dolby 2002 Trust A. David E. Dolby is the Special Trustee of, and has sole voting power over the shares held of record by, each of the Ray Dolby 2002 Trust B, the Dagmar Dolby 2016 Trust B and the Dagmar Dolby 2020 Trust BB-2. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II and Dolby Holdings III as the Manager of each, each of Thomas E. Dolby and David E. Dolby has sole voting power over 50% of the shares held of record by Dolby Holdings II as a Special Manager of Dolby Holdings II, and David E. Dolby has sole voting power over all of the shares held of record by Dolby Holdings III as a Special Manager of Dolby Holdings III. Dagmar Dolby, as the President and sole director of the Dolby Family Fund, has sole dispositive and voting power over the shares held of record by the Dolby Family Fund. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

(5)

Consists of 663,250 shares of Class A Common Stock held of record by the Dagmar Dolby Fund. Dagmar Dolby, as one of three directors of the Dagmar Dolby Fund, has shared voting power over all 663,250 shares of Class A Common Stock held of record by the Dagmar Dolby Fund, with voting and disposition decisions regarding such shares requiring the majority vote of the Dagmar Dolby Fund’s board of directors. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

(6)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Dagmar Dolby is 36.7%. Dagmar Dolby’s percentage ownership of Class B Common Stock is 99.8%.

(7)

The shares represented in Row 11 represent 84.7% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock and the shares over which Dagmar Dolby has sole or shared voting power represent 71.8% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(8)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 3 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dagmar Dolby, as Trustee of the Marital Trust under the Dolby Family Trust Instrument dated May 7, 1999

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  None

  8.     

  Shared voting power

 

  24,108,162 shares of Class B Common Stock (9)(10)

  9.     

  Sole dispositive power

 

  24,108,162 shares of Class B Common Stock (9)(10)

  10.     

  Shared dispositive power

 

  None

11.    

  Aggregate amount beneficially owned by each reporting person

 

  24,108,162 shares of Class B Common Stock (9)(10)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  24.0% (9)(11)(12)(13)

14.    

  Type of reporting person (see instructions)

 

  OO

 

(9)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(10)

Consists of 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Marital Trust. Dagmar Dolby has sole dispositive power over the shares held of record by the Marital Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by the Marital Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee.

(11)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Marital Trust is 27.3%. The Marital Trust’s percentage ownership of Class B Common Stock is 66.7%.

(12)

Represents 56.7% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(13)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 4 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dagmar Dolby, as Trustee of the Dagmar Dolby Trust under the Dolby Family Trust Instrument dated May 7, 1999

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  None

  8.     

  Shared voting power

 

6,526,617 shares of Class B Common Stock (14)(15)  

  9.     

  Sole dispositive power

 

  6,526,617 shares of Class B Common Stock (14)(15)

  10.     

  Shared dispositive power

 

  None

11.    

  Aggregate amount beneficially owned by each reporting person

 

  6,526,617 shares of Class B Common Stock (14)(15)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  6.5% (14)(16)(17)(18)

14.    

  Type of reporting person (see instructions)

 

  OO

 

(14)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(15)

Consists of 6,526,617 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Dagmar Dolby Trust. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by the Dagmar Dolby Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee.

(16)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Dagmar Dolby Trust is 9.2%. The Dagmar Dolby Trust’s percentage ownership of Class B Common Stock is 18.1%.

(17)

Represents 15.3% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(18)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 5 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A dated April 19, 2002

  2.    

  Check the appropriate box if a member of a group (see instructions)

(a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  None

  8.     

  Shared voting power

 

  None

  9.     

  Sole dispositive power

 

  160,592 shares of Class B Common Stock (19)(20)

  10.     

  Shared dispositive power

 

  None

11.    

  Aggregate amount beneficially owned by each reporting person

 

  160,592 shares of Class B Common Stock (19)(20)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  0.2% (19)(21)(22)(23)

14.    

  Type of reporting person (see instructions)

 

  OO

 

(19)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(20)

Consists of 160,592 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A. Thomas E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Ray Dolby 2002 Trust A. Dagmar Dolby has sole dispositive power over the shares held of record by the Ray Dolby 2002 Trust A, and Thomas E. Dolby has sole voting power over the shares held of record by the Ray Dolby 2002 Trust A.

(21)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Ray Dolby 2002 Trust A is 0.2%. The Ray Dolby 2002 Trust A’s percentage ownership of Class B Common Stock is 0.4%.

(22)

Represents 0.4% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(23)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 6 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B dated April 19, 2002

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  None

  8.     

  Shared voting power

 

  None

  9.     

  Sole dispositive power

 

  463,262 shares of Class B Common Stock (24)(25)

  10.     

  Shared dispositive power

 

  None

11.    

  Aggregate amount beneficially owned by each reporting person

 

  463,262 shares of Class B Common Stock (24)(25)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  0.5% (24)(26)(27)(28)

14.    

  Type of reporting person (see instructions)

 

  OO

 

(24)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(25)

Consists of 463,262 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Ray Dolby 2002 Trust B. Dagmar Dolby has sole dispositive power over the shares held of record by the Ray Dolby 2002 Trust B, and David E. Dolby has sole voting power over the shares held of record by the Ray Dolby 2002 Trust B.

(26)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Ray Dolby 2002 Trust B is 0.7%. The Ray Dolby 2002 Trust B’s percentage ownership of Class B Common Stock is 1.3%.

(27)

Represents 1.1% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(28)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 7 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dolby Holdings II LLC

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  Delaware

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  None

  8.     

  Shared voting power

 

  1,040,000 shares of Class B Common Stock (29)(30)

  9.     

  Sole dispositive power

 

  None

  10.     

  Shared dispositive power

 

  1,040,000 shares of Class B Common Stock (29)(30)

11.    

  Aggregate amount beneficially owned by each reporting person

 

  1,040,000 shares of Class B Common Stock (29)(30)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  1.0% (29)(31)(32)(33)

14.    

  Type of reporting person (see instructions)

 

  OO

 

(29)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(30)

Consists of 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II as the Manager of Dolby Holdings II. Each of Thomas E. Dolby and David E. Dolby, Dagmar Dolby’s sons, has sole voting power over 50% of the shares held of record by Dolby Holdings II as a Special Manager of Dolby Holdings II.

(31)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Dolby Holdings II is 1.6%. Dolby Holdings II’s percentage ownership of Class B Common Stock is 2.9%.

(32)

Represents 2.4% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(33)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 8 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dolby Holdings III LLC

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  Delaware

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  None

  8.     

  Shared voting power

 

  350,000 shares of Class B Common Stock (34)(35)

  9.     

  Sole dispositive power

 

  None

  10.     

  Shared dispositive power

 

  350,000 shares of Class B Common Stock (34)(35)

11.    

  Aggregate amount beneficially owned by each reporting person

 

  350,000 shares of Class B Common Stock (34)(35)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  0.3% (34)(36)(37)(38)

14.    

  Type of reporting person (see instructions)

 

  OO

 

(34)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(35)

Consists of 350,000 shares of Class B Common Stock held of record by Dolby Holdings III. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings III as the Manager of Dolby Holdings III. David E. Dolby, Dagmar Dolby’s son, has sole voting power over the shares held of record by Dolby Holdings III as the Special Manager of Dolby Holdings III.

(36)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Dolby Holdings III is 0.5%. Dolby Holdings III’s percentage ownership of Class B Common Stock is 1.0%.

(37)

Represents 0.8% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(38)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 9 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B dated March 23, 2016

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  None

  8.     

  Shared voting power

 

  None

  9.     

  Sole dispositive power

 

  403,600 shares of Class B Common Stock (39)(40)

  10.     

  Shared dispositive power

 

  None

11.    

  Aggregate amount beneficially owned by each reporting person

 

  403,600 shares of Class B Common Stock (39)(40)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  0.4% (39)(41)(42)(43)

14.    

  Type of reporting person (see instructions)

 

  OO

 

(39)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(40)

Consists of 403,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Dagmar Dolby 2016 Trust B. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby 2016 Trust B, and David E. Dolby has sole voting power over the shares held of record by the Dagmar Dolby 2016 Trust B.

(41)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Dagmar Dolby 2016 Trust B is 0.6%. The Dagmar Dolby 2016 Trust B’s percentage ownership of Class B Common Stock is 1.1%.

(42)

Represents 0.9% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(43)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 10 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dagmar Dolby, as Trustee of the Dagmar Dolby 2019 Trust BB dated July 22, 2019

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  None

  8.     

  Shared voting power

 

  None

  9.     

  Sole dispositive power

 

  None

  10.     

  Shared dispositive power

 

  None

11.    

  Aggregate amount beneficially owned by each reporting person

 

  None (44)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  0.0% (45)

14.    

  Type of reporting person (see instructions)

 

  OO

 

(44)

Dagmar Dolby is the Trustee of the Dagmar Dolby 2019 Trust BB and has sole dispositive power over any shares held of record by the Dagmar Dolby 2019 Trust BB. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Dagmar Dolby 2019 Trust BB and has sole voting power over any shares held of record by the Dagmar Dolby 2019 Trust BB. Following the transactions reported in this Amendment, the Dagmar Dolby 2019 Trust BB does not beneficially own any shares of the Company’s Class A Common Stock or Class B Common Stock.

(45)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 11 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 Trust BB dated March 17, 2020

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  None

  8.     

  Shared voting power

 

  None

  9.     

  Sole dispositive power

 

  None

  10.     

  Shared dispositive power

 

  None

11.    

  Aggregate amount beneficially owned by each reporting person

 

  None (46)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  0.0% (47)

14.    

  Type of reporting person (see instructions)

 

  OO

 

(46)

Dagmar Dolby is the Trustee of the Dagmar Dolby 2020 Trust BB and has sole dispositive power over any shares held of record by the Dagmar Dolby 2020 Trust BB. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Dagmar Dolby 2020 Trust BB and has sole voting power over any shares held of record by the Dagmar Dolby 2020 Trust BB. Following the transactions reported in this Amendment, the Dagmar Dolby 2020 Trust BB does not beneficially own any shares of the Company’s Class A Common Stock or Class B Common Stock.

(47)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 12 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 Trust BB-2 dated November 18, 2020

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  None

  8.     

  Shared voting power

 

  None

  9.     

  Sole dispositive power

 

  3,000,000 shares of Class B Common Stock (48)(49)

  10.     

  Shared dispositive power

 

  None

11.    

  Aggregate amount beneficially owned by each reporting person

 

  3,000,000 shares of Class B Common Stock (48)(49)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  3.0% (48)(50)(51)(52)

14.    

  Type of reporting person (see instructions)

 

  OO

 

(48)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(49)

Consists of 3,000,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 Trust BB-2. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Dagmar Dolby 2020 Trust BB-2. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby 2020 Trust BB-2, and David E. Dolby has sole voting power over the shares held of record by the Dagmar Dolby 2020 Trust BB-2.

(50)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Dagmar Dolby 2020 Trust BB-2 is 4.5%. The Dagmar Dolby 2020 Trust BB-2’s percentage ownership of Class B Common Stock is 8.3%.

(51)

Represents 7.1% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(52)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 13 of 19 Pages

 

  1.    

  Names of reporting persons

 

  Thomas E. Dolby

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  680,592 shares of Class B Common Stock (53)(54)

  8.     

  Shared voting power

 

  None

  9.     

  Sole dispositive power

 

  None

  10.     

  Shared dispositive power

 

  None

11.    

  Aggregate amount beneficially owned by each reporting person

 

  680,592 shares of Class B Common Stock (53)(54)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  0.7% (53)(55)(56)(57)

14.    

  Type of reporting person (see instructions)

 

  IN

 

(53)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(54)

Consists of (i) 160,592 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A, and (ii) 520,000 shares of Class B Common Stock held of record by Dolby Holdings II. Dagmar Dolby, Thomas E. Dolby’s mother, is the Trustee of, and has sole dispositive power over the shares held of record by, the Ray Dolby 2002 Trust A. Thomas E. Dolby is the Special Trustee of, and has sole voting power over the shares held of record by, the Ray Dolby 2002 Trust A. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II as the Manager of Dolby Holdings II, and Thomas E. Dolby has sole voting power over 50% of the 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II as a Special Manager of Dolby Holdings II. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(55)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Thomas E. Dolby is 1.0%. Thomas E. Dolby’s percentage ownership of Class B Common Stock is 1.9%.

(56)

Represents 1.6% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(57)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 14 of 19 Pages

 

  1.    

  Names of reporting persons

 

  David E. Dolby

  2.    

  Check the appropriate box if a member of a group (see instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC use only

 

  4.    

  Source of funds (see instructions)

 

  Not applicable

  5.    

  Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or place of organization

 

  USA

Number of

shares

  beneficially  

owned by

each

reporting

person

with

    7.     

  Sole voting power

 

  73,978 shares of Class A Common Stock and 4,736,862 shares of Class B Common Stock (64)(66)

  8.     

  Shared voting power

 

  30,634,779 shares of Class B Common Stock (58)(60)

  9.     

  Sole dispositive power

 

  73,978 shares of Class A Common Stock (58)(61)

  10.     

  Shared dispositive power

 

  None

11.    

  Aggregate amount beneficially owned by each reporting person

 

  73,978 shares of Class A Common Stock and 35,371,641 shares of Class B Common Stock (58)(59)(60)

12.    

  Check if the aggregate amount in Row (11) excludes certain shares (see instructions)

 

  ☐

13.    

  Percent of class represented by amount in Row (11)

 

  35.3% (58)(62)(63)(64)

14.    

  Type of reporting person (see instructions)

 

  IN

 

(58)

The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.

(59)

Consists of (i) 73,978 shares of Class A Common Stock held of record by David E. Dolby, (ii) 463,262 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B, (iii) 520,000 shares of Class B Common Stock held of record by Dolby Holdings II, (iv) 350,000 shares of Class B Common Stock held of record by Dolby Holdings III, (v) 403,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B and (vi) 3,000,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 Trust BB-2. Dagmar Dolby, David E. Dolby’s mother, is the Trustee of, and has sole dispositive power over the shares held of record by, each of the Ray Dolby 2002 Trust B, the Dagmar Dolby 2016 Trust B and the Dagmar Dolby 2020 Trust BB-2. David E. Dolby is the Special Trustee of, and has sole voting power over the shares held of record by, each of the Ray Dolby 2002 Trust B, the Dagmar Dolby 2016 Trust B and the Dagmar Dolby 2020 Trust BB-2. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II and Dolby Holdings III as the Manager of each, and David E. Dolby has sole voting power over 50% of the 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II and all of the 350,000 shares of Class B Common Stock held of record by Dolby Holdings III, as Special Manager of each. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(60)

Consists of (i) 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust and (ii) 6,526,617 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust. David E. Dolby is the Special Trustee of each of the Marital Trust and the Dagmar Dolby Trust. Dagmar Dolby has sole dispositive power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(61)

Consists of 73,978 shares of Class A Common Stock held of record by David E. Dolby.

(62)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by David E. Dolby is 35.6%. David E. Dolby’s percentage ownership of Class B Common Stock is 97.9%.

(63)

Represents 83.1% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(64)

Based on 64,219,912 shares of Class A Common Stock and 36,128,720 shares of Class B Common Stock outstanding on October 23, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 15 of 19 Pages

 

Explanatory Note:

This Amendment No. 51 to Schedule 13D (this “Amendment”) amends the Schedule 13D initially filed with the Commission on December 27, 2011 (as subsequently amended prior to the date hereof, the “Statement”). This Amendment is filed on behalf of (i) Dagmar Dolby, (ii) Thomas E. Dolby, (iii) David E. Dolby, (iv) Dagmar Dolby, as Trustee of the Marital Trust, (v) Dagmar Dolby, as Trustee of the Dagmar Dolby Trust, (vi) Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A, (vii) Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B, (viii) Dolby Holdings II, (ix) Dolby Holdings III, (x) Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B, (xi) Dagmar Dolby, as Trustee of the Dagmar Dolby 2019 Trust BB, (xii) Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 Trust BB and (xiii) Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 Trust BB-2 (collectively, the “Reporting Persons”), relating to the beneficial ownership of the Class A Common Stock, $0.001 par value per share (the “Class A Common Stock”), and the Class B Common Stock, $0.001 par value per share (the “Class B Common Stock”), of Dolby Laboratories, Inc., a Delaware corporation (the “Company”). Except as set forth herein, this Amendment does not supplement, restate or amend any of the information disclosed in the Statement. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Statement.

 

Item 2.

Identity and Background.

Item 2 of the Statement is amended and restated in its entirety to read in full as follows:

Dagmar Dolby is the widow of Ray Dolby, the Founder and former Director Emeritus of the Company, and serves as the Trustee of each of the Marital Trust, the Dagmar Dolby Trust, the Ray Dolby 2002 Trust A, the Ray Dolby 2002 Trust B, the Dagmar Dolby 2016 Trust B and the Dagmar Dolby 2019 Trust BB. The Marital Trust and the Dagmar Dolby Trust are formed under the Dolby Family Trust Instrument dated May 7, 1999, and each such trust was formed for tax and estate planning purposes as a result of the death of Ray Dolby on September 12, 2013. The Dagmar Dolby 2016 Trust B is an irrevocable trust established by Dagmar Dolby for tax and estate planning purposes. Each of the Dagmar Dolby 2019 Trust BB, the Dagmar Dolby 2020 Trust BB and the Dagmar Dolby 2020 Trust BB-2 is a grantor retained annuity trust (“GRAT”) established by Dagmar Dolby. Dagmar Dolby is a U.S. citizen and each of the Marital Trust, the Dagmar Dolby Trust, the Ray Dolby 2002 Trust A, the Ray Dolby 2002 Trust B, the Dagmar Dolby 2016 Trust B, the Dagmar Dolby 2019 Trust BB, the Dagmar Dolby 2020 Trust BB and the Dagmar Dolby 2020 Trust BB-2 is established under the laws of the State of California.

Thomas E. Dolby, Dagmar Dolby’s son, is a filmmaker and a writer and serves as the Special Trustee of, and has sole voting power over the shares held of record by, the Ray Dolby 2002 Trust A.

David E. Dolby, Dagmar Dolby’s son, is a director of the Company and serves as a Managing Director of Dolby Family Ventures, an early-stage venture firm not affiliated with the Company. David E. Dolby serves as the Special Trustee of, and shares voting power with Dagmar Dolby as to the shares held of record by, each of the Marital Trust and the Dagmar Dolby Trust. David E. Dolby serves as the Special Trustee of, and has sole voting power over the shares held of record by, each of the Ray Dolby 2002 Trust B, the Dagmar Dolby 2016 Trust B, the Dagmar Dolby 2019 Trust BB, the Dagmar Dolby 2020 Trust BB and the Dagmar Dolby 2020 Trust BB-2.

Each of Dolby Holdings II and Dolby Holdings III (each, a “Family LLC”) is a limited liability company formed under the laws of the State of Delaware. Dagmar Dolby is the Manager of each Family LLC; Thomas E. Dolby and David E. Dolby are Special Managers of Dolby Holdings II; and David E. Dolby is the Special Manager of Dolby Holdings III. The members of the Family LLCs (the “Members”), which have no management control over the Family LLCs, consist of trusts of which Dagmar Dolby is the trustee that have been established for the benefit of her immediate family members.

The business address of each of the Reporting Persons and the Members is C/O Dolby Laboratories, Inc., 1275 Market Street, San Francisco, California 94103.

During the last five years, no Reporting Person or Member (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Following the transactions reported in this Amendment, the Dagmar Dolby 2019 Trust BB and the Dagmar Dolby 2020 Trust BB do not beneficially own any shares of the Class A Common Stock or the Class B Common Stock and shall cease to be Reporting Persons immediately upon the filing of this Amendment.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 16 of 19 Pages

 

 

Item 4.

Purpose of Transaction.

Item 4 of the Statement is amended by adding the following at the end thereof:

On October 22, 2020, the Dolby Family Fund gifted an aggregate of 28,700 shares of Class A Common Stock to an unaffiliated third-party charity (such share gift, the “October 2020 Gift”).

On November 18, 2020, (i) 1,300,000 shares of Class B Common Stock that were previously held indirectly by the Dagmar Dolby 2020 Trust BB were transferred to the Dagmar Dolby Trust in exchange for property of equivalent value, and (ii) 1,800,000 shares of Class B Common Stock that were previously held indirectly by the Dagmar Dolby 2019 Trust BB were transferred to the Dagmar Dolby Trust in exchange for property of equivalent value (both such share exchanges, the “November 2020 GRAT Share Exchanges”). The shares subject to the November 2020 GRAT Share Exchanges were valued at $89.355 per share, the mean of the high and low trading price for the Class A Common Stock on November 18, 2020, for such purpose. The November 2020 GRAT Share Exchanges were accomplished in accordance with the terms of each of the Dagmar Dolby 2020 Trust BB and the Dagmar Dolby 2019 Trust BB, pursuant to which Dagmar Dolby, as the Settlor of each GRAT, retained the right to substitute property of equivalent value, valued on the date of substitution, in each GRAT.

Also on November 18, 2020, the Dagmar Dolby Trust transferred 3,000,000 shares of Class B Common Stock to the Dagmar Dolby 2020 Trust BB-2 (such share transfer, the “November 2020 GRAT Share Transfer”). The November 2020 GRAT Share Transfer was effected solely for tax and estate planning purposes, and was a transfer for no value without the payment or receipt of any funds or other consideration by any Reporting Person in exchange therefor.

 

Item 5.

Interest in Securities of the Issuer.

Subsection (c) of Item 5 of the Statement is amended by adding the following at the end thereof:

The information set forth in Item 4 regarding the October 2020 Gift, the November 2020 GRAT Share Exchanges and the November 2020 GRAT Share Transfer is incorporated herein by reference.

Subsection (e) of Item 5 of the Statement is amended and restated in their entirety to read in full as follows:

(e) Each of the Dagmar Dolby 2019 Trust BB and the Dagmar Dolby 2020 Trust BB ceased to be the beneficial owner of more than 5% of the Class A Common Stock or the Class B Common Stock as of November 18, 2020.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 17 of 19 Pages

 

 

Item 7.

Material to Be Filed as Exhibits.

 

Exhibit 1:    Joint Filing Agreement pursuant to Rule 13d-1(k)(1).
Exhibit 2:    Power of Attorney – Dagmar Dolby (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 3:    Power of Attorney – Thomas E. Dolby (incorporated by reference to Exhibit 3 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 4:    Power of Attorney – David E. Dolby (incorporated by reference to Exhibit 4 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 5:    Power of Attorney – Marital Trust (incorporated by reference to Exhibit 6 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 6:    Power of Attorney – Dagmar Dolby Trust (incorporated by reference to Exhibit 7 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 7:    Power of Attorney – Ray Dolby 2002 Trust A (incorporated by reference to Exhibit 8 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 8:    Power of Attorney – Ray Dolby 2002 Trust B (incorporated by reference to Exhibit 9 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 9:    Power of Attorney – Dolby Holdings II (incorporated by reference to Exhibit 12 to the Schedule 13D/A filed with the Commission on March 10, 2014).
Exhibit 10:    Power of Attorney – Dolby Holdings III (incorporated by reference to Exhibit 10 to the Schedule 13D/A filed with the Commission on March 29, 2018).
Exhibit 11:    Power of Attorney – Dagmar Dolby 2016 Trust B (incorporated by reference to Exhibit 12 to the Schedule 13D/A filed with the Commission on February 28, 2018).
Exhibit 12:    Power of Attorney – Dagmar Dolby 2019 Trust BB (incorporated by reference to Exhibit 12 to the Schedule 13D/A filed with the Commission on July 24, 2019).
Exhibit 13:    Power of Attorney – Dagmar Dolby 2020 Trust BB (incorporated by reference to Exhibit 14 to the Schedule 13D/A filed with the Commission on March 19, 2020).
Exhibit 14:    Power of Attorney – Dagmar Dolby 2020 Trust BB-2.


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 18 of 19 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: November 20, 2020.

 

DAGMAR DOLBY    

MARITAL TRUST UNDER THE DOLBY

FAMILY TRUST INSTRUMENT DATED MAY 7, 1999

By:  

*

    By:  

*

  Dagmar Dolby       Name: Dagmar Dolby
        Title: Trustee
THOMAS E. DOLBY     DAGMAR DOLBY TRUST UNDER THE DOLBY FAMILY TRUST INSTRUMENT DATED MAY 7, 1999
By:  

*

    By:  

*

  Thomas E. Dolby       Name: Dagmar Dolby
        Title: Trustee
DAVID E. DOLBY     RAY DOLBY 2002 TRUST A DATED APRIL 19, 2002
By:  

*

    By:  

*

  David E. Dolby       Name: Dagmar Dolby
        Title: Trustee
DAGMAR DOLBY 2016 TRUST B DATED MARCH 23, 2016     RAY DOLBY 2002 TRUST B DATED APRIL 19, 2002
By:  

*

    By:  

*

  Name: Dagmar Dolby       Name: Dagmar Dolby
  Title: Trustee       Title: Trustee
DOLBY HOLDINGS II LLC     DAGMAR DOLBY 2019 TRUST BB DATED JULY 22, 2019
By:  

*

    By:  

*

  Name: Dagmar Dolby       Name: Dagmar Dolby
  Title: Trustee       Title: Manager
DOLBY HOLDINGS III LLC     DAGMAR DOLBY 2020 TRUST BB DATED MARCH 17, 2020
By:  

*

    By:  

*

  Name: Dagmar Dolby       Name: Dagmar Dolby
  Title: Trustee       Title: Manager


Class A CUSIP Number: 25659T107   

Class B CUSIP Number: Not Applicable

   Page 19 of 19 Pages

 

DAGMAR DOLBY 2020 TRUST BB-2 DATED NOVEMBER 18, 2020
By:  

*

  Name: Dagmar Dolby
  Title: Trustee

 

*By:  

/s/ Patrick McCabe

  Patrick McCabe, on behalf of Shartsis Friese LLP, as Attorney-in-Fact
EX-99.1 2 d17236dex991.htm EX-99.1 EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: November 20, 2020


DAGMAR DOLBY     MARITAL TRUST UNDER THE DOLBY FAMILY TRUST INSTRUMENT DATED MAY 7, 1999
By:  

*

    By:  

*

  Dagmar Dolby       Name: Dagmar Dolby
        Title: Trustee
THOMAS E. DOLBY    

DAGMAR DOLBY TRUST UNDER THE DOLBY

FAMILY TRUST INSTRUMENT DATED MAY 7, 1999

By:  

*

    By:  

*

  Thomas E. Dolby       Name: Dagmar Dolby
        Title: Trustee
DAVID E. DOLBY     RAY DOLBY 2002 TRUST A DATED APRIL 19, 2002
By  

*

    By:  

*

  David E. Dolby       Name: Dagmar Dolby
        Title: Trustee

DAGMAR DOLBY 2016 TRUST B DATED MARCH

23, 2016

    RAY DOLBY 2002 TRUST B DATED APRIL 19, 2002
By:  

*

    By:  

*

  Name: Dagmar Dolby       Name: Dagmar Dolby
  Title: Trustee       Title: Trustee
DAGMAR DOLBY 2019 TRUST BB DATED JULY 22, 2019     DOLBY HOLDINGS II LLC
By:  

*

    By:  

*

  Name: Dagmar Dolby       Name: Dagmar Dolby
  Title: Trustee       Title: Manager

DAGMAR DOLBY 2020 TRUST BB DATED MARCH

17, 2020

    DOLBY HOLDINGS III LLC
By:  

*

    By:  

*

  Name: Dagmar Dolby       Name: Dagmar Dolby
  Title: Trustee       Title: Manager
DAGMAR DOLBY 2020 TRUST BB-2 DATED NOVEMBER 18, 2020      
By:  

*

    By:  

/s/ Patrick McCabe

 

Name: Dagmar Dolby

Title: Trustee

     

Patrick McCabe, on behalf of Shartsis Friese LLP,

as Attorney-in-Fact

       
EX-99.14 3 d17236dex9914.htm EX-99.14 EX-99.14

Exhibit 14

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Andy Sherman, Daniel Rodriguez, Patrick McCabe, Morrison & Foerster LLP and Shartsis Friese LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

  (1)

execute for and on behalf of the undersigned statements on Schedule 13D or Schedule 13G, and Forms ID, 3,4 and 5, in accordance with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

  (2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such statement on Schedule 13D or Schedule 13G, or Form ID, 3, 4 or 5, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

  (3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts’ discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file statements on Schedule 13D or Schedule 13G, or Form ID, 3, 4 and 5, with respect to the undersigned’s holdings of and transactions in securities issued by Dolby Laboratories, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 18, 2020.

 

Dagmar Dolby 2020 Trust BB-2, dated November 18, 2020

/s/ Dagmar Dolby

By:        Dagmar Dolby
Title:     Trustee