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

Role
SVP, Entertainment
Signature
/s/ Daniel Rodriguez, Attorney-in-Fact for John Couling
Stock symbol
DLB
Transactions as of
Dec 15, 2023
Transactions value $
-$935,825
Form type
4
Date filed
12/19/2023, 07:34 PM
Previous filing
Nov 17, 2023
Next filing
Feb 12, 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 +17,303 +17.95% $0.00 113,673 Dec 15, 2023 Direct F1, F2
transaction DLB Class A Common Stock +Options Exercise $0 +5,427 +4.77% $0.00 119,100 Dec 15, 2023 Direct F2, F3
transaction DLB Class A Common Stock -Tax liability -$805,640 -9,093 -7.63% $88.60 110,007 Dec 15, 2023 Direct F4, F5
transaction DLB Class A Common Stock -Tax liability -$130,185 -1,488 -1.35% $87.49 108,519 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 +8,651 $0.00 8,651 Dec 15, 2023 Class A Common Stock 8,651 Direct F7
transaction DLB Employee Stock Option (Right to Buy) +Grant/Award $0 +30,327 $0.00 30,327 Dec 15, 2023 Class A Common Stock 30,327 $87.49 Direct F8
transaction DLB Performance-Based Restricted Stock Unit -Options Exercise $0 -5,427 -100% $0.00 0 Dec 15, 2023 Class A Common Stock 5,427 Direct F3, F9

Explanation of Responses:

Id Content
F1 Award represents a total of 17,303 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 60,939 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 48,029 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 45,029 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 30,327 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 6,750 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 5,427 PSUs. The remaining 1,323 PSUs were cancelled. The service-based vesting component of the PSU award was satisfied upon certification of the achievement of the performance criteria.