09/17/2026 | Press release | Distributed by Public on 09/17/2026 15:09
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FORM 4
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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 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 | ||||||||
| Performance-Based Restricted Stock Unit | (3) | 09/15/2026 | A | 600,000 | (3) | (3) | Class A Common Stock | 600,000 | $ 0 | 600,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Whitten Marc C/O DOLBY LABORATORIES, INC. 1275 MARKET STREET SAN FRANCISCO, CA 94103 |
X | President and CEO | ||
| /s/ Daniel Rodriguez as Attorney-in-Fact for Marc Whitten | 09/17/2026 | |
| **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 award represents a total of 160,256 restricted stock units granted under the terms of the Issuer's 2026 Inducement Stock Plan. Under the terms of the restricted stock unit grant agreement, 1/4 of the total number of units shall vest on March 15, 2027 and each six-month anniversary thereafter, subject to the Reporting Person's continued employment with the Issuer on each scheduled vesting date. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting. |
| (2) | Shares held following the reported transactions include 160,256 shares of Class A common stock underlying restricted stock units, which are subject to forfeiture until they vest. |
| (3) | The award of 600,000 performance-based restricted stock units granted under the terms of the Issuer's 2026 Inducement Stock Plan is divided into five separate tranches of 150,000, 150,000, 100,000, 100,000 and 100,000 restricted stock units, respectively, with the tranches becoming eligible to vest upon satisfying stock-price hurdles of $75, $100, $125, $150, and $175, respectively, averaged over a consecutive sixty trading-day period within a five year performance period, with such achievement subject to adjustment to account for dividends, distributions, stock splits and other capitalization changes. The eligible shares will vest on certification of each level of achievement, assuming the Reporting Person's continued employment as the Issuer's Chief Executive Officer on each achievement date. Each unit represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting. |