Mark Andrew Sherman Form 4 Dolby Laboratories / MARK ANDREW SHERMAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHERMAN MARK ANDREW

(Last) (First) (Middle)

C/O DOLBY LABORATORIES, INC.

1275 MARKET STREET

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Dolby Laboratories, Inc. [ DLB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/15/2023		A		16,726	A(1)	$0.00	73,456(2)	D
Class A Common Stock	12/15/2023		M		5,738	A	$0.00(3)	79,194(2)	D
Class A Common Stock	12/15/2023		F(4)		8,713	D	$88.6	70,481(5)	D
Class A Common Stock	12/18/2023		F(4)		1,637	D	$87.49	68,844(6)	D
Class A Common Stock	12/18/2023		S		8,856	D	$86.1868(7)	59,988(6)	D
Class A Common Stock	12/19/2023		S		1,663	D	$86.0122(8)	58,325(6)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Unit	(9)	12/15/2023		A		8,363		(9)	(9)	Class A Common Stock	8,363	$0.00	8,363	D
Employee Stock Option (Right to Buy)	$87.49	12/15/2023		A		29,316		(10)	12/15/2033	Class A Common Stock	29,316	$0.00	29,316	D
Performance-Based Restricted Stock Unit	(3)	12/15/2023		M			5,738	(11)	(11)	Class A Common Stock	5,738	$0.00	0	D

Explanation of Responses:

1. Award represents a total of 16,726 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.

2. Shares held following the reported transactions include 56,529 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

3. Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock.

4. 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.

5. Shares held following the reported transactions include 44,698 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

6. Shares held following the reported transactions include 41,398 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest.

7. The shares were sold in multiple transactions at prices ranging from $85.86 to $86.78, 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.

8. The shares were sold in multiple transactions at prices ranging from $85.89 to $86.138, 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.

9. 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.

10. This option was granted for a total of 29,316 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.

11. 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 7,136 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 5,738 PSUs. The remaining 1,398 PSUs were cancelled. The service-based vesting component of the PSU award was satisfied upon certification of the achievement of the performance criteria.

Remarks:

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 22, 2023 which was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) in effect at the time of adoption.

	/s/ Daniel Rodriguez, Attorney-in-Fact for Andy Sherman	12/19/2023
	** Signature of Reporting Person	Date
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