Todd Pendleton - Dec 15, 2022 Form 4 Insider Report for Dolby Laboratories, Inc. (DLB)

Signature
/s/ Daniel Rodriguez, Attorney-in-Fact for Todd Pendleton
Stock symbol
DLB
Transactions as of
Dec 15, 2022
Transactions value $
-$527,569
Form type
4
Date filed
12/19/2022, 08:41 PM
Previous filing
Jul 19, 2022
Next filing
Feb 24, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DLB Class A Common Stock Tax liability -$234K -3.2K -8.81% $73.17 33.1K Dec 15, 2022 Direct F1, F2
transaction DLB Class A Common Stock Award $0 +16.2K +48.94% $0.00 49.3K Dec 15, 2022 Direct F3, F4
transaction DLB Class A Common Stock Options Exercise +3.77K +7.64% 53K Dec 16, 2022 Direct F4, F5
transaction DLB Class A Common Stock Tax liability -$215K -3.02K -5.69% $71.07 50K Dec 16, 2022 Direct F1, F6
transaction DLB Class A Common Stock Tax liability -$79K -1.12K -2.23% $70.80 48.9K Dec 19, 2022 Direct F1, 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 +8.09K $0.00 8.09K Dec 15, 2022 Class A Common Stock 8.09K Direct F8
transaction DLB Employee Stock Option (Right to Buy) Award $0 +29.1K $0.00 29.1K Dec 15, 2022 Class A Common Stock 29.1K $71.07 Direct F9
transaction DLB Performance-Based Restricted Stock Unit Options Exercise $0 -3.77K -100% $0.00* 0 Dec 16, 2022 Class A Common Stock 3.77K Direct F5, F10
* 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 23,057 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F3 Award represents a total of 16,188 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.
F4 Shares held following the reported transactions include 39,245 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F5 Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock.
F6 Shares held following the reported transactions include 36,920 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F7 Shares held following the reported transactions include 34,670 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F8 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.
F9 This option was granted for a total of 29,143 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.
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 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 4,650 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 3,765 PSUs. The remaining 885 PSUs were cancelled.