Form 4 for DLB Dolby Laboratories, Inc.
Accepted 2022-12-19 00:00:00 ET · period of report 2022-12-15 · accession 0001209191-22-062075 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-12-19 | 2022-12-15+ | DLB | SHERMAN MARK ANDREW | EVP, GEN. COUN, SECRTY | F - Tax | $71.70 | -7,696 | 69.4K | -10% | -$551.8K |
| D | 2022-12-19 | 2022-12-16 | DLB | SHERMAN MARK ANDREW | EVP, GEN. COUN, SECRTY | M - OptEx | $0.00 | +5,344 | 73.0K | +8% | $0 |
| DM | 2022-12-19 | 2022-12-16+ | DLB | SHERMAN MARK ANDREW | EVP, GEN. COUN, SECRTY | S - Sale+OE | $70.10 | -7,404 | 67.1K | -10% | -$519.0K |
| D | 2022-12-19 | 2022-12-15 | DLB | SHERMAN MARK ANDREW | EVP, GEN. COUN, SECRTY | A - Grant | $0.00 | +18.3K | 67.7K | +37% | $0 |
| D | 2022-12-19 | 2022-12-16 | DLB | SHERMAN MARK ANDREW | EVP, GEN. COUN, SECRTY | M - OptEx | $0.00 | -5,344 | 0 | -100% | $0 |
| DM | 2022-12-19 | 2022-12-15 | DLB | SHERMAN MARK ANDREW | EVP, GEN. COUN, SECRTY | A - Grant | $0.00 | +42.1K | 9,149 | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-12-15 | F | D | 2,510 | $73.17 | 49,372 | D | — | — | (F2) Shares held following the reported transactions include 28,054 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. (F3) Shares include 281 shares acquired under the Issuer's Employee Stock Purchase Plan on May 16, 2022. |
| 2 | Common | Class A Common Stock | 2022-12-16 | M | A | 5,344 | $0.00 | 73,015 | D | — | — | (F6) Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock. (F5) Shares held following the reported transactions include 46,353 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. |
| 3 | Common | Class A Common Stock | 2022-12-19 | S | D | 332 | $70.44 | 60,425 | D | — | — | (F11) The shares were sold in multiple transactions at prices ranging from $70.27 to $70.70, 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. (F9) Shares held following the reported transactions include 39,803 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. |
| 4 | Common | Class A Common Stock | 2022-12-19 | S | D | 4,738 | $69.80 | 60,757 | D | — | — | (F10) The shares were sold in multiple transactions at prices ranging from $69.257 to $70.20, 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. (F9) Shares held following the reported transactions include 39,803 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. |
| 5 | Common | Class A Common Stock | 2022-12-19 | F | D | 1,612 | $70.80 | 65,495 | D | — | — | (F9) Shares held following the reported transactions include 39,803 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. |
| 6 | Common | Class A Common Stock | 2022-12-16 | F | D | 3,574 | $71.07 | 69,441 | D | — | — | (F7) Shares held following the reported transactions include 43,053 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. |
| 7 | Common | Class A Common Stock | 2022-12-15 | A | A | 18,299 | $0.00 | 67,671 | D | — | — | (F4) Award represents a total of 18,299 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, 2022. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting. (F5) Shares held following the reported transactions include 46,353 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. |
| 8 | Common | Class A Common Stock | 2022-12-16 | S | D | 2,334 | $70.66 | 67,107 | D | — | — | (F8) The shares were sold in multiple transactions at prices ranging from $70.433 to $71.11, 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. (F7) Shares held following the reported transactions include 43,053 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. |
| 9 | Derivative | Performance-Based Restricted Stock Unit | 2022-12-16 | M | D | 5,344 | $0.00 | 0 | D | — · — to — | 5,344 Class A Common Stock | (F6) Each performance-based restricted stock unit (PSU) represented a contingent right to receive, upon vesting, one share of Issuer Class A common stock. (F14) The vesting of the PSU award was dependent upon the achievement of performance criteria measured during a three-year performance period beginning on December 16, 2019 and ending December 13, 2022. The reporting person was eligible to earn from 0% to 200% of the target award amount (which was 6,600 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 80.98% of the target award amount resulting in the vesting of 5,344 PSUs. The remaining 1,256 PSUs were cancelled. |
| 10 | Derivative | Employee Stock Option (Right to Buy) | 2022-12-15 | A | A | 32,944 | $0.00 | 32,944 | D | $71.07 · — to 2032-12-15 | 32,944 Class A Common Stock | (F13) This option was granted for a total of 32,944 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, 2022, the vesting commencement date, and the balance of the shares in equal monthly installments over the next 36 months thereafter. |
| 11 | Derivative | Performance-Based Restricted Stock Unit | 2022-12-15 | A | A | 9,149 | $0.00 | 9,149 | D | — · — to — | 9,149 Class A Common Stock | (F12) 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, 2022 and ending December 10, 2025. 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. |