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

Role
President and CEO, Director
Signature
/s/ Daniel Rodriguez, Attorney-in-Fact for Kevin Yeaman
Stock symbol
DLB
Transactions as of
Dec 15, 2023
Transactions value $
-$2,768,662
Form type
4
Date filed
12/19/2023, 07:35 PM
Previous filing
Dec 14, 2023
Next filing
Jan 19, 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 +46,718 +39.08% $0.00 166,275 Dec 15, 2023 Direct F1, F2
transaction DLB Class A Common Stock +Options Exercise +17,202 +10.91% 174,804 Dec 15, 2023 Direct F3, F4
transaction DLB Class A Common Stock -Tax liability -$2,307,764 -26,047 -16.59% $88.60 130,945 Dec 15, 2023 Direct F5, F6
transaction DLB Class A Common Stock -Tax liability -$460,897 -5,268 -4.19% $87.49 120,320 Dec 18, 2023 Direct F5, F7
holding DLB Class A Common Stock 83,271 Dec 15, 2023 By the Kevin and Rachel Yeaman Family Trust dated May 14, 2009 F8

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 +23,359 $0.00 23,359 Dec 15, 2023 Class A Common Stock 23,359 Direct F9
transaction DLB Employee Stock Option (Right to Buy) +Grant/Award $0 +81,884 $0.00 81,884 Dec 15, 2023 Class A Common Stock 81,884 $87.49 Direct F10
transaction DLB Performance-Based Restricted Stock Unit -Options Exercise $0 -17,202 -100% $0.00 0 Dec 15, 2023 Class A Common Stock 17,202 Direct F3, F11

Explanation of Responses:

Id Content
F1 Award represents a total of 46,718 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 166,275 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 Shares held following the reported transactions (i) include 166,275 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest and (ii) exclude 8,673 shares which were issued to and are now held by the Kevin and Rachel Yeaman Family Trust dated May 14, 2009 in connection with the vesting of performance-based restricted stock units.
F5 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.
F6 Shares held following the reported transaction (i) include 130,945 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest and (ii) exclude 17,812 shares which were issued to and are now held by the Kevin and Rachel Yeaman Family Trust dated May 14, 2009 in connection with the vesting of restricted stock units.
F7 Shares held following reported transactions (i) include 120,320 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest and (ii) exclude 5,357 shares which were issued to and are now held by the Kevin and Rachel Yeaman Family Trust dated May 14, 2009 in connection with the vesting of restricted stock units.
F8 Includes 31,842 shares which were issued to and are now held by the Kevin and Rachel Yeaman Family Trust dated May 14, 2009 in connection with the reported transactions.
F9 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.
F10 This option was granted for a total of 81,884 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.
F11 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 21,394 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 17,202 PSUs. The remaining 4,192 PSUs were cancelled. The service-based vesting component of the PSU award was satisfied upon certification of the achievement of the performance criteria.