Sec Form 4 Filing - Dolby Dagmar @ Dolby Laboratories, Inc. - 2019-07-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
Dolby Dagmar
2. Issuer Name and Ticker or Trading Symbol
Dolby Laboratories, Inc. [ DLB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O DOLBY LABORATORIES, INC., 1275 MARKET STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2019
(Street)
SAN FRANCISCO, CA94103
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 07/22/2019 C 50,000 A $ 0 50,000 I By Trust ( 2 )
Class A Common Stock 07/22/2019 S 50,000 D $ 65.3255 ( 3 ) 0 I By Trust ( 2 )
Class A Common Stock ( 1 ) 07/23/2019 C 50,000 A $ 0 50,000 I By Trust ( 2 )
Class A Common Stock 07/23/2019 S 50,000 D $ 65.5138 ( 4 ) 0 I By Trust ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 5 ) 07/22/2019 C 50,000 ( 5 ) ( 5 ) Class A Common Stock 50,000 $ 0 5,297,190 I By Trust ( 2 )
Class B Common Stock ( 5 ) 07/22/2019 G( 6 ) V 770,000 ( 5 ) ( 5 ) Class A Common Stock 770,000 $ 0 403,600 I By Trust ( 7 )
Class B Common Stock ( 5 ) 07/22/2019 G( 6 ) V 770,000 ( 5 ) ( 5 ) Class A Common Stock 770,000 $ 0 6,067,190 I By Trust ( 2 )
Class B Common Stock ( 5 ) 07/22/2019 G( 8 ) V 403,600 ( 5 ) ( 5 ) Class A Common Stock 403,600 $ 0 0 I By Trust ( 7 )
Class B Common Stock ( 5 ) 07/22/2019 G( 8 ) V 403,600 ( 5 ) ( 5 ) Class A Common Stock 403,600 $ 0 403,600 I By Trust ( 9 )
Class B Common Stock ( 5 ) 07/22/2019 G( 10 ) V 1,975,000 ( 5 ) ( 5 ) Class A Common Stock 1,975,000 $ 0 1,825,000 I By Trust ( 11 )
Class B Common Stock ( 5 ) 07/22/2019 G( 10 ) V 1,975,000 ( 5 ) ( 5 ) Class A Common Stock 1,975,000 $ 0 8,042,190 I By Trust ( 2 )
Class B Common Stock ( 5 ) 07/22/2019 G( 12 ) V 3,700,000 ( 5 ) ( 5 ) Class A Common Stock 3,700,000 $ 0 4,342,190 I By Trust ( 2 )
Class B Common Stock ( 5 ) 07/22/2019 G( 12 ) V 3,700,000 ( 5 ) ( 5 ) Class A Common Stock 3,700,000 $ 0 3,700,000 I By Trust ( 13 )
Class B Common Stock ( 5 ) 07/23/2019 C 50,000 ( 5 ) ( 5 ) Class A Common Stock 50,000 $ 0 4,292,190 I By Trust ( 2 )
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock ( 5 ) 160,592 I By Trust ( 14 )
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock ( 5 ) 463,262 I By Trust ( 15 )
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock ( 5 ) 1,040,000 I By LLC ( 16 )
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock ( 5 ) 24,108,162 I By Trust ( 17 )
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock ( 5 ) 350,000 I By LLC ( 18 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dolby Dagmar
C/O DOLBY LABORATORIES, INC.
1275 MARKET STREET
SAN FRANCISCO, CA94103
X
DAGMAR DOLBY TRUST UNDER DOLBY FAMILY TRUST INSTRUMENT DATED MAY 7, 1999
C/O DOLBY LABORATORIES, INC.
1275 MARKET STREET
SAN FRANCISCO, CA94103
X
Signatures
/s/ Daniel Rodriguez, Attorney-in-Fact 07/24/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class A Common Stock issued upon conversion of one share of Class B Common Stock at the election of the holder.
( 2 )Reflects shares of Class B Common Stock (as converted or convertible, as applicable, into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Dagmar Dolby Trust under the Dolby Family Trust instrument, dated May 7, 1999 (the "Dagmar Dolby Trust"), voting power over which is shared by the Trustee and David E. Dolby, son of Dagmar Dolby, as Special Trustee of the Dagmar Dolby Trust. This report is filed jointly by Dagmar Dolby and the Dagmar Dolby Trust with respect to the securities held and transactions effected by the Dagmar Dolby Trust. The reporting persons disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.
( 3 )The shares were sold in multiple transactions at prices ranging from $65.01 to $65.58, 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 )The shares were sold in multiple transactions at prices ranging from $65.175 to $65.81, 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.
( 5 )Shares of Class B Common Stock are convertible, at no cost, at any time at the option of the holder into shares of Class A Common Stock on a 1-for-1 basis.
( 6 )On July 22, 2019, the Dagmar Dolby 2017 Trust BB (as defined below), which is a grantor retained annuity trust, transferred 770,000 shares of Class B Common Stock to the Dagmar Dolby Trust. Such share transfer was effected in satisfaction of the annuity payment requirements, and in accordance with the terms, of the Dagmar Dolby 2017 Trust BB's trust instrument, and was a transfer for no value without the payment or receipt of any funds or other consideration by any reporting person in exchange therefor. Applicable rules consider such a share transfer to be exempt from the reporting requirements of Section 16(a) and the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a result the reporting persons are voluntarily reporting such share transfer on this Form 4.
( 7 )Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Dagmar Dolby 2017 Trust BB, dated May 25, 2017 (the "Dagmar Dolby 2017 Trust BB"), voting power over which is held by David E. Dolby as Special Trustee of the Dagmar Dolby 2017 Trust BB. This report is filed by Dagmar Dolby with respect to the securities held by the Dagmar Dolby 2017 Trust BB. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
( 8 )On July 22, 2019, the Dagmar Dolby 2017 Trust BB (as defined below), which is a grantor retained annuity trust, transferred 403,600 shares of Class B Common Stock to the Dagmar Dolby 2016 Trust B (as defined below). Such share transfer was effected in satisfaction of the annuity payment requirements, and in accordance with the terms, of the Dagmar Dolby 2017 Trust BB's trust instrument, and was a transfer for no value without the payment or receipt of any funds or other consideration by any reporting person in exchange therefor. Applicable rules consider such a share transfer to be exempt from the reporting requirements of Section 16(a) and the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a result the reporting persons are voluntarily reporting such share transfer on this Form 4.
( 9 )Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Dagmar Dolby 2016 Trust B, dated March 23, 2016 (the "Dagmar Dolby 2016 Trust B"), voting power over which is held by David E. Dolby as Special Trustee of the Dagmar Dolby 2016 Trust B. This report is filed by Dagmar Dolby with respect to the securities held and transactions effected by the Dagmar Dolby 2016 Trust B. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
( 10 )On July 22, 2019, the Dagmar Dolby 2018 Trust BB (as defined below), which is a grantor retained annuity trust, transferred 1,975,000 shares of Class B Common Stock to the Dagmar Dolby Trust. Such share transfer was effected in satisfaction of the annuity payment requirements, and in accordance with the terms, of the Dagmar Dolby 2018 Trust BB's trust instrument, and was a transfer for no value without the payment or receipt of any funds or other consideration by any reporting person in exchange therefor. Applicable rules consider such a share transf er to be exempt from the reporting requirements of Section 16(a) and the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a result the reporting persons are voluntarily reporting such share transfer on this Form 4.
( 11 )Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Dagmar Dolby 2018 Trust BB, dated June 20, 2018 (the "Dagmar Dolby 2018 Trust BB"), voting power over which is held by David E. Dolby as Special Trustee of the Dagmar Dolby 2018 Trust BB. This report is filed by Dagmar Dolby with respect to the securities held by the Dagmar Dolby 2018 Trust BB. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
( 12 )On July 22, 2019, the Dagmar Dolby Trust contributed 3,700,000 shares of Class B Common Stock to a newly formed grantor retained annuity trust, the Dagmar Dolby 2019 Trust BB (as defined below). Such share contribution was effected solely for tax and estate planning purposes, and was a transfer for no value without the payment or receipt of any funds or other consideration by any reporting person in exchange therefor. Applicable rules consider such a share contribution to be exempt from the reporting requirements of Section 16(a) and the provisions of Section 16(b) of the Exchange Act, and as a result the reporting persons are voluntarily reporting such share contribution on this Form 4.
( 13 )Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Dagmar Dolby 2019 Trust BB, dated July 22, 2019 (the "Dagmar Dolby 2019 Trust BB"), voting power over which is held by David E. Dolby as Special Trustee of the Dagmar Dolby 2019 Trust BB. This report is filed by Dagmar Dolby with respect to the securities held and transactions effected by the Dagmar Dolby 2019 Trust BB. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
( 14 )Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Ray Dolby 2002 Trust A, dated April 19, 2002 (the "Ray Dolby 2002 Trust A"), voting power over which is held by Thomas E. Dolby, son of Dagmar Dolby, as Special Trustee of the Ray Dolby 2002 Trust A. This report is filed by Dagmar Dolby with respect to the securities held by the Ray Dolby 2002 Trust A. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
( 15 )Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Ray Dolby 2002 Trust B, dated April 19, 2002 (the "Ray Dolby 2002 Trust B"), voting power over which is held by David E. Dolby as Special Trustee of the Ray Dolby 2002 Trust B. This report is filed by Dagmar Dolby with respect to the securities held by the Ray Dolby 2002 Trust B. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
( 16 )Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dolby Holdings II LLC, a limited liability company ("Dolby Holdings II"), investment power over which is held by Dagmar Dolby, manager of Dolby Holdings II, and voting power over which is held by (i) Thomas E. Dolby, a special manager of Dolby Holdings II, with respect to 50% of such shares, and (ii) David E. Dolby, a special manager of Dolby Holdings II, with respect to 50% of such shares. This report is filed by Dagmar Dolby with respect to the securities held by Dolby Holdings II. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
( 17 )Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dagmar Dolby as the Trustee of the Marital Trust under the Dolby Family Trust instrument, dated May 7, 1999 (the "Marital Trust"), voting power over which is shared by the Trustee and David E. Dolby as Special Trustee of the Marital Trust. This report is filed jointly by Dagmar Dolby and the Marital Trust with respect to the securities held and transactions effected by the Marital Trust. The reporting persons disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.
( 18 )Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by Dolby Holdings III LLC, a limited liability company ("Dolby Holdings III"), investment and voting power over which is held by Dagmar Dolby, manager of Dolby Holdings III. This report is filed by Dagmar Dolby with respect to the securities held and transactions effected by Dolby Holdings III. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

Remarks:
**All of the sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.**

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 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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