Todd Pendleton - Dec 15, 2023 Form 4 Insider Report for Dolby Laboratories, Inc. (DLB)

Role
SVP, Chief Marketing Officer
Signature
/s/ Daniel Rodriguez, Attorney-in-Fact for Todd Pendleton
Stock symbol
DLB
Transactions as of
Dec 15, 2023
Transactions value $
-$695,914
Form type
4
Date filed
12/19/2023, 07:33 PM
Previous filing
Sep 5, 2023
Next filing
Mar 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction DLB Class A Common Stock +Grant/Award $0 +13,842 +37.44% $0.00 50,818 Dec 15, 2023 Direct F1, F2
transaction DLB Class A Common Stock +Options Exercise +5,118 +10.07% 55,936 Dec 15, 2023 Direct F2, F3
transaction DLB Class A Common Stock -Tax liability -$595,038 -6,716 -12.01% $88.60 49,220 Dec 15, 2023 Direct F4, F5
transaction DLB Class A Common Stock -Tax liability -$100,876 -1,153 -2.34% $87.49 48,067 Dec 18, 2023 Direct F4, F6

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 +Grant/Award $0 +6,921 $0.00 6,921 Dec 15, 2023 Class A Common Stock 6,921 Direct F7
transaction DLB Employee Stock Option (Right to Buy) +Grant/Award $0 +24,262 $0.00 24,262 Dec 15, 2023 Class A Common Stock 24,262 $87.49 Direct F8
transaction DLB Performance-Based Restricted Stock Unit -Options Exercise $0 -5,118 -100% $0.00 0 Dec 15, 2023 Class A Common Stock 5,118 Direct F3, F9

Explanation of Responses:

Id Content
F1 Award represents a total of 13,842 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.
F2 Shares held following the reported transactions include 48,512 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 38,019 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F6 Shares held following the reported transactions include 35,694 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.
F7 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.
F8 This option was granted for a total of 24,262 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.
F9 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 6,365 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 5,118 PSUs. The remaining 1,247 PSUs were cancelled. The service-based vesting component of the PSU award was satisfied upon certification of the achievement of the performance criteria.