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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 42.98 | 02/08/2024 | M(1) | 50,000 | (4) | 12/15/2024 | Class A Common Stock | 50,000 | $ 0 | 12,440 | D | ||||
| Employee Stock Option (Right to Buy) | $ 42.98 | 02/09/2024 | M(1) | 12,440 | (4) | 12/15/2024 | Class A Common Stock | 12,440 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 62.32 | 02/09/2024 | M(1) | 21,120 | (5) | 12/15/2024 | Class A Common Stock | 21,120 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Couling John D C/O DOLBY LABORATORIES, INC. 1275 MARKET STREET SAN FRANCISCO, CA 94103 |
SVP, Entertainment | |||
| /s/ Daniel Rodriguez as Attorney-in-Fact for John Couling | 02/12/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | The original Form 4 did not report that option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 21, 2023. |
| (2) | 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. |
| (3) | The shares were sold in multiple transactions at prices ranging from $80.45 to $81.07, 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. |
| (4) | This option was granted for a total of 62,440 shares of Class A Common Stock. The option exercised in this transation was fully vested and exercisable as of the transaction date. |
| (5) | 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, 2020 was at 96% of target, or 21,120. shares. |