Mark Andrew Sherman - Dec 15, 2022 Form 4 Insider Report for Dolby Laboratories, Inc. (DLB)

Signature
/s/ Daniel Rodriguez, Attorney-in-Fact for Andy Sherman
Stock symbol
DLB
Transactions as of
Dec 15, 2022
Transactions value $
-$1,070,822
Form type
4
Date filed
12/19/2022, 08:40 PM
Previous filing
Feb 9, 2022
Next filing
Dec 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DLB Class A Common Stock Tax liability -$184K -2.51K -4.84% $73.17 49.4K Dec 15, 2022 Direct F1, F2, F3
transaction DLB Class A Common Stock Award $0 +18.3K +37.06% $0.00 67.7K Dec 15, 2022 Direct F4, F5
transaction DLB Class A Common Stock Options Exercise $0 +5.34K +7.9% $0.00 73K Dec 16, 2022 Direct F5, F6
transaction DLB Class A Common Stock Tax liability -$254K -3.57K -4.89% $71.07 69.4K Dec 16, 2022 Direct F1, F7
transaction DLB Class A Common Stock Sale -$165K -2.33K -3.36% $70.66 67.1K Dec 16, 2022 Direct F7, F8
transaction DLB Class A Common Stock Tax liability -$114K -1.61K -2.4% $70.80 65.5K Dec 19, 2022 Direct F1, F9
transaction DLB Class A Common Stock Sale -$331K -4.74K -7.23% $69.80 60.8K Dec 19, 2022 Direct F9, F10
transaction DLB Class A Common Stock Sale -$23.4K -332 -0.55% $70.44 60.4K Dec 19, 2022 Direct F9, F11

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 +9.15K $0.00 9.15K Dec 15, 2022 Class A Common Stock 9.15K Direct F12
transaction DLB Employee Stock Option (Right to Buy) Award $0 +32.9K $0.00 32.9K Dec 15, 2022 Class A Common Stock 32.9K $71.07 Direct F13
transaction DLB Performance-Based Restricted Stock Unit Options Exercise $0 -5.34K -100% $0.00* 0 Dec 16, 2022 Class A Common Stock 5.34K Direct F6, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Shares held following the reported transactions include 28,054 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F3 Shares include 281 shares acquired under the Issuer's Employee Stock Purchase Plan on May 16, 2022.
F4 Award represents a total of 18,299 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, 2022. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
F5 Shares held following the reported transactions include 46,353 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F6 Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock.
F7 Shares held following the reported transactions include 43,053 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F8 The shares were sold in multiple transactions at prices ranging from $70.433 to $71.11, 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.
F9 Shares held following the reported transactions include 39,803 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F10 The shares were sold in multiple transactions at prices ranging from $69.257 to $70.20, 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.
F11 The shares were sold in multiple transactions at prices ranging from $70.27 to $70.70, 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.
F12 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 15, 2022 and ending December 10, 2025. 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.
F13 This option was granted for a total of 32,944 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, 2022, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter.
F14 The vesting of the PSU award was dependent upon the achievement of performance criteria measured during a three-year performance period beginning on December 16, 2019 and ending December 13, 2022. The reporting person was eligible to earn from 0% to 200% of the target award amount (which was 6,600 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 80.98% of the target award amount resulting in the vesting of 5,344 PSUs. The remaining 1,256 PSUs were cancelled.

Remarks:

The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.