Section 8 – Other Events
Dolby Laboratories, Inc. (the “Company”) announced that Dagmar Dolby, as Trustee of the Dagmar Dolby Trust under the Dolby Family Trust Instrument dated May 7, 1999 (the “Dagmar Dolby Trust”), adopted a Rule10b5-1 trading plan (the “Trading Plan”) in the first quarter of fiscal 2019. Dagmar Dolby, the Company’s principal stockholder, is the widow of the Company’s founder, Ray Dolby, and mother of David Dolby, a Company director.
The Trading Plan was established as part of the Dagmar Dolby Trust’s investment strategy for asset diversification and liquidity over time. The Trading Plan was adopted during an “open window” in accordance with guidelines specified by Rule10b5-1 under the Securities Exchange Act of 1934, as amended, and as permitted by the Company’s insider trading policy.
An aggregate of up to 2,000,000 shares of the Company’s Class A Common Stock (or approximately 4.8% of Dagmar Dolby’s aggregate direct and indirect holdings as of July 3, 2018) could be sold under the Trading Plan. Pursuant to the terms of the Trading Plan, sales thereunder are permitted to commence in February 2019, will be based uponpre-established stock price thresholds, will be subject to daily volume limits, and will continue until the earlier of November 2019 or the sale of the maximum number of shares as set forth in the Trading Plan. Actual sale transactions will be disclosed publicly through filings with the Securities and Exchange Commission, to the extent required by law.
Rule10b5-1 allows persons who may be considered insiders to adoptpre-arranged written plans for trading stock. Such a plan establishes predetermined trading parameters that, among other things, do not permit the person adopting the plan to exercise subsequent influence over how, when or whether to effect trades under the plan. Once a plan has been properly adopted, trades may be executed pursuant to the terms of the plan at times when the person would otherwise be restricted from trading by applicable insider trading laws and regulations. Trading plans are designed to allow persons to sell shares in an orderly fashion for asset diversification, liquidity, tax planning and other purposes when they might otherwise be restricted from doing so due to material,non-public information that they might possess at the time of the sale.
The Company does not undertake any obligation to report Rule10b5-1 trading plans that may be adopted by any of its officers, directors or stockholders in the future, or to report any modifications or terminations of any publicly announced plan, except to the extent required by law.
