SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2021 | 3. Issuer Name and Ticker or Trading Symbol Dolby Laboratories, Inc. [ DLB ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 68,464(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (Right to Buy) | (2) | 12/21/2022 | Class A Common Stock | 29,300 | 30.49 | D | |
| Employee Stock Option (Right to Buy) | (3) | 12/16/2023 | Class A Common Stock | 65,153 | 37.35 | D | |
| Employee Stock Option (Right to Buy) | (4) | 12/15/2024 | Class A Common Stock | 62,440 | 42.98 | D | |
| Employee Stock Option (Right to Buy) | (5) | 12/15/2025 | Class A Common Stock | 40,000 | 33.15 | D | |
| Employee Stock Option (Right to Buy) | (6) | 12/15/2026 | Class A Common Stock | 46,000 | 45.5 | D | |
| Employee Stock Option (Right to Buy) | (7) | 12/15/2027 | Class A Common Stock | 44,000 | 62.32 | D | |
| Employee Stock Option (Right to Buy) | (8) | 12/17/2028 | Class A Common Stock | 40,000 | 64.6 | D | |
| Employee Stock Option (Right to Buy) | (9) | 12/16/2029 | Class A Common Stock | 54,550 | 68.4 | D | |
| Employee Stock Option (Right to Buy) | (10) | 12/15/2030 | Class A Common Stock | 28,903 | 92.08 | D | |
| Performance-Based Stock Option (Right to Buy) | (11) | 12/15/2022 | Class A Common Stock | 25,000 | 33.15 | D | |
| Performance-Based Stock Option (Right to Buy) | (12) | 12/15/2023 | Class A Common Stock | 21,850 | 45.5 | D | |
| Performance-Based Stock Option (Right to Buy) | (13) | 12/15/2024 | Class A Common Stock | 21,120 | 62.32 | D | |
| Performance-Based Stock Option (Right to Buy) | (14) | 12/17/2025 | Class A Common Stock | 20,000 | 64.6 | D | |
| Performance-Based Restricted Stock Unit | (15) | (15) | Class A Common Stock | 6,000 | (15) | D | |
| Performance-Based Restricted Stock Unit | (16) | (16) | Class A Common Stock | 6,750 | (16) | D | |
| Explanation of Responses: |
| 1. Shares held include 30,251 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. |
| 2. This option was granted for a total of 49,300 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vested on the first anniversary of December 21, 2012, the vesting commencement date, and the balance of the shares vested in equal monthly installments over the next 36 months. |
| 3. This option was granted for a total of 65,153 shares of Class A Common Stock. 1/4 of the total number of shares issuable under this option vested on the first anniversary of December 16, 2013, the vesting commencement date, and the balance of the shares vested in equal monthly installments over the next 36 months. |
| 4. This option was granted for a total of 62,440 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vested on the first anniversary of December 15, 2014, the vesting commencement date, and the balance of the shares vest in equal monthly installments over the next 36 months thereafter. |
| 5. This option was granted for a total of 40,000 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vested on the first anniversary of December 15, 2015, the vesting commencement date, and the balance of the shares vest in equal monthly installments over the next 36 months thereafter. |
| 6. This option was granted for a total of 46,000 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vested on the first anniversary of December 15, 2016, the vesting commencement date, and the balance of the shares vest in equal monthly installments over the next 36 months thereafter. |
| 7. This option was granted for a total of 44,000 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, 2017, the vesting commencement date, and the balance of the shares vest in equal monthly installments over the next 36 months thereafter. |
| 8. This option was granted for a total of 40,000 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vested on the first anniversary of December 17, 2018, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter. |
| 9. This option was granted for a total of 54,550 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vested on the first anniversary of December 16, 2019, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter. |
| 10. This option was granted for a total of 28,903 shares of Class A Common Stock. 1/4 of the total number of shares issuable under the option vested on the first anniversary of December 15, 2020, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter. |
| 11. This performance-based stock option award was granted for a total of 20,000 shares of Class A Common Stock at target. The number of shares actually earned and vested upon the achievement of total shareholder return performance criteria measured during a three-year performance period ended on December 15, 2018 was at 125% of target, or 25,000 shares. |
| 12. This performance-based stock option award was granted for a total of 23,000 shares of Class A Common Stock at target. The number of shares actually earned and vested upon the achievement of total shareholder return performance criteria measured during a three-year performance period ended on December 15, 2019 was at 95% of target, or 21,850 shares. |
| 13. This performance-based stock option award was granted for a total of 22,000 shares of Class A Common Stock at target. The number of shares actually earned and vested upon the achievement of total shareholder return performance criteria measured during a three-year performance period ended on December 15, 2020 was at 96% of target, or 21,120 shares. |
| 14. The vesting of this performance-based stock option ("PSO") award is dependent upon achievement of performance criteria measured during a three-year performance period beginning on December 17, 2018 and ending December 17, 2021. The number of shares reported is at the target award amount. The reporting person may potentially earn from 0% to 125% of the target award amount based on total shareholder return at the end of the three-year performance period. The actual PSO award earned shall vest immediately upon certification by the Company's Compensation Committee of the achievement of the performance criteria, following the end of the three-year performance period. |
| 15. The vesting of this performance-based restricted stock unit ("PSU") award is dependent upon achievement of performance criteria measured during a three-year performance period beginning on December 16, 2019 and ending December 13, 2022. 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 immediately upon certification by the Company's Compensation Committee of the achievement of the performance criteria, following the end of the three-year performance period. |
| 16. The vesting of this performance-based restricted stock unit ("PSU") award is dependent upon achievement of performance criteria measured during a three-year performance period beginning on December 15, 2020 and ending December 12, 2023. 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 immediately upon certification by the Company's Compensation Committee of the achievement of the performance criteria, following the end of the three-year performance period. |
| Remarks: |
| /s/ Daniel Rodriguez, Attorney-in-Fact for John D Couling | 11/17/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||