Mark Andrew Sherman - Dec 16, 2024 Form 4 Insider Report for Dolby Laboratories, Inc. (DLB)

Signature
/s/ Daniel Rodriguez, Attorney-in-Fact for Mark Andrew Sherman
Stock symbol
DLB
Transactions as of
Dec 16, 2024
Transactions value $
-$1,665,393
Form type
4
Date filed
12/18/2024, 09:21 PM
Previous filing
May 30, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DLB Class A Common Stock Award $0 +20.1K +34.44% $0.00 78.4K Dec 16, 2024 Direct F1, F2
transaction DLB Class A Common Stock Options Exercise $0 +5.19K +6.62% $0.00 83.6K Dec 16, 2024 Direct F2, F3
transaction DLB Class A Common Stock Tax liability -$702K -8.87K -10.61% $79.18 74.7K Dec 16, 2024 Direct F4, F5
transaction DLB Class A Common Stock Sale -$360K -4.63K -6.19% $77.83 70.1K Dec 17, 2024 Direct F5, F6
transaction DLB Class A Common Stock Sale -$603K -7.71K -11% $78.22 62.4K Dec 17, 2024 Direct F5, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DLB Performance-Based Restricted Stock Unit Award $0 +10K $0.00 10K Dec 16, 2024 Class A Common Stock 10K Direct F8
transaction DLB Employee Stock Option (Right to Buy) Award $0 +35.3K $0.00 35.3K Dec 16, 2024 Class A Common Stock 35.3K $77.91 Direct F9
transaction DLB Performance-Based Restricted Stock Unit Options Exercise $0 -5.19K -100% $0.00 0 Dec 16, 2024 Class A Common Stock 5.19K Direct F3, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Award represents a total of 20,085 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 16, 2024. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
F2 Shares held following the reported transactions include 61,483 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F3 Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock.
F4 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.
F5 Shares held following the reported transactions include 45,470 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F6 The shares were sold in multiple transactions at prices ranging from $77.02 to $78.015, 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.
F7 The shares were sold in multiple transactions at prices ranging from $78.06 to $78.52, 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.
F8 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 16, 2024 and ending December 13, 2027 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.
F9 This option was granted for a total of 35,307 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, 2024, the vesting commencement date, and the balance of the shares vest in equal monthly installments over the next 36 months thereafter.
F10 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, 2021 and ending December 11, 2024. The reporting person was eligible to earn from 0% to 200% of the target award amount (which was 7,378 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 70.37% of the target award amount resulting in the vesting of 5,192 PSUs. The remaining 2,186 PSUs were cancelled. The service-based vesting component of the PSU award was satisfied upon certification of the achievement of the performance criteria.