|
|
|
Class A CUSIP Number: 25659T107
|
|
|
Class B CUSIP Number: Not Applicable
|
|
Page
8
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Dolby Holdings III LLC
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
Not applicable
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or place of
organization
Delaware
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
None
|
|
8.
|
|
Shared voting power
350,000 shares of Class B Common Stock (34)(35)
|
|
9.
|
|
Sole dispositive power
None
|
|
10.
|
|
Shared dispositive power
350,000 shares of Class B Common Stock
(34)(35)
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
350,000 shares of Class B Common Stock (34)(35)
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
0.3% (34)(36)(37)(38)
|
14.
|
|
Type of reporting person (see
instructions)
OO
|
(34)
|
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into
one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B
Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
|
(35)
|
Consists of 350,000 shares of Class B Common Stock held of record by Dolby Holdings III. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings III as the Manager of
Dolby Holdings III. David E. Dolby, Dagmar Dolbys son, has sole voting power over the shares held of record by Dolby Holdings III as the Special Manager of Dolby Holdings III.
|
(36)
|
Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of
Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Dolby Holdings III is 0.6%. Dolby Holdings IIIs percentage ownership of Class B Common Stock is
0.8%.
|
(37)
|
Represents 0.7% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
|
(38)
|
Based on 62,434,488 shares of Class A Common Stock and 41,677,918 shares of Class B Common Stock outstanding on April 27, 2018.
|
|
|
|
Class A CUSIP Number: 25659T107
|
|
|
Class B CUSIP Number: Not Applicable
|
|
Page
9
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Dagmar Dolby, as Trustee of the Dagmar Dolby 2017 Trust BB dated
May 25, 2017
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
Not applicable
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or place of
organization
USA
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
None
|
|
8.
|
|
Shared voting power
None
|
|
9.
|
|
Sole dispositive power
1,173,600 shares of Class B Common Stock (39)(40)
|
|
10.
|
|
Shared dispositive power
None
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
1,173,600 shares of Class B Common Stock (39)(40)
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
1.1% (39)(41)(42)(43)
|
14.
|
|
Type of reporting person (see
instructions)
OO
|
(39)
|
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into
one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B
Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
|
(40)
|
Consists of 1,173,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2017 Trust BB. David E. Dolby, Dagmar Dolbys son, is the Special Trustee of the Dagmar Dolby
2017 Trust BB. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby 2017 Trust BB, and David E. Dolby has sole voting power over the shares held of record by the Dagmar Dolby 2017 Trust BB.
|
(41)
|
Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of
Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Dagmar Dolby 2017 Trust BB is 1.8%. The Dagmar Dolby 2017 Trust BBs percentage ownership of Class B
Common Stock is 2.8%.
|
(42)
|
Represents 2.4% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
|
(43)
|
Based on 62,434,488 shares of Class A Common Stock and 41,677,918 shares of Class B Common Stock outstanding on April 27, 2018.
|
|
|
|
Class A CUSIP Number: 25659T107
|
|
|
Class B CUSIP Number: Not Applicable
|
|
Page
10
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Dagmar Dolby, as Trustee of the Dagmar Dolby 2018 Trust BB dated
June 20, 2018
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
Not applicable
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or place of
organization
USA
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
None
|
|
8.
|
|
Shared voting power
None
|
|
9.
|
|
Sole dispositive power
3,800,000 shares of Class B Common Stock (44)(45)
|
|
10.
|
|
Shared dispositive power
None
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
3,800,000 shares of Class B Common Stock (44)(45)
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
3.6% (44)(46)(47)(48)
|
14.
|
|
Type of reporting person (see
instructions)
OO
|
(44)
|
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into
one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B
Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
|
(45)
|
Consists of 3,800,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2018 Trust BB. David E. Dolby, Dagmar Dolbys son, is the Special Trustee of the Dagmar Dolby
2018 Trust BB. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby 2018 Trust BB, and David E. Dolby has sole voting power over the shares held of record by the Dagmar Dolby 2018 Trust BB.
|
(46)
|
Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of
Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Dagmar Dolby 2018 Trust BB is 5.7%. The Dagmar Dolby 2018 Trust BBs percentage ownership of Class B
Common Stock is 9.1%.
|
(47)
|
Represents 7.9% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
|
(48)
|
Based on 62,434,488 shares of Class A Common Stock and 41,677,918 shares of Class B Common Stock outstanding on April 27, 2018.
|
|
|
|
Class A CUSIP Number: 25659T107
|
|
|
Class B CUSIP Number: Not Applicable
|
|
Page
11
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
Thomas E. Dolby
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
Not applicable
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or place of
organization
USA
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
680,592 shares of Class B Common Stock (49)(50)
|
|
8.
|
|
Shared voting power
None
|
|
9.
|
|
Sole dispositive power
None
|
|
10.
|
|
Shared dispositive power
None
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
680,592 shares of Class B Common Stock (49)(50)
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
0.7% (49)(51)(52)(53)
|
14.
|
|
Type of reporting person (see
instructions)
IN
|
(49)
|
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into
one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B
Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
|
(50)
|
Consists of (i) 160,592 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A, and (ii) 520,000 shares of Class B Common Stock held of record by
Dolby Holdings II. Dagmar Dolby, Thomas E. Dolbys mother, is the Trustee of, and has sole dispositive power over the shares held of record by, the Ray Dolby 2002 Trust A. Thomas E. Dolby is the Special Trustee of, and has sole voting
power over the shares held of record by, the Ray Dolby 2002 Trust A. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II as the Manager of Dolby Holdings II, and Thomas E. Dolby has sole voting power
over 50% of the 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II as a Special Manager of Dolby Holdings II. The Reporting Person disclaims beneficial ownership of these securities except to the extent of
his pecuniary interest therein.
|
(51)
|
Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of
Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Thomas E. Dolby is 1.1%. Thomas E. Dolbys percentage ownership of Class B Common Stock is 1.6%.
|
(52)
|
Represents 1.4% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
|
(53)
|
Based on 62,434,488 shares of Class A Common Stock and 41,677,918 shares of Class B Common Stock outstanding on April 27, 2018.
|
|
|
|
Class A CUSIP Number: 25659T107
|
|
|
Class B CUSIP Number: Not Applicable
|
|
Page
12
of 15 Pages
|
|
|
|
|
|
|
|
1.
|
|
Names of
reporting persons
David E. Dolby
|
2.
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC use only
|
4.
|
|
Source of funds (see instructions)
Not applicable
|
5.
|
|
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ☐
|
6.
|
|
Citizenship or place of
organization
USA
|
|
|
|
|
|
|
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7.
|
|
Sole voting power
62,435 shares of Class A Common Stock and 6,306,862 shares of Class B Common
Stock (54)(55)
|
|
8.
|
|
Shared voting power
32,788,779 shares of Class B Common Stock (54)(56)
|
|
9.
|
|
Sole dispositive power
62,435 shares of Class A Common Stock (54)(57)
|
|
10.
|
|
Shared dispositive power
None
|
|
|
|
|
|
|
|
11.
|
|
Aggregate amount beneficially owned by each reporting person
62,435 shares of Class A Common Stock and 39,095,641 shares of Class B Common Stock (54)(55)(56)
|
12.
|
|
Check if the aggregate amount in Row
(11) excludes certain shares (see instructions) ☐
|
13.
|
|
Percent of class represented by amount
in Row (11)
37.6% (54)(58)(59)(60)
|
14.
|
|
Type of reporting person (see
instructions)
IN
|
(54)
|
The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to conversion rights and voting rights. Each share of Class B Common Stock is convertible into
one share of Class A Common Stock, at no cost, at any time at the option of the holder, upon the affirmative vote of the holders of a majority of the shares of Class B Common Stock, or upon certain transfers. Each share of Class B
Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share.
|
(55)
|
Consists of (i) 61,150 shares of Class A Common Stock held of record by David E. Dolby, (ii) stock options held of record by David E. Dolby to purchase up to 1,285 shares of Class A Common Stock that
are exercisable within 60 days after June 20, 2018, (iii) 463,262 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B, (iv) 520,000 shares of Class B Common Stock held
of record by Dolby Holdings II, (v) 350,000 shares of Class B Common Stock held of record by Dolby Holdings III, (vi) 1,173,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar
Dolby 2017 Trust BB, and (vii) 3,800,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2018 Trust BB. Dagmar Dolby, David E. Dolbys mother, is the Trustee of, and has sole dispositive
power over the shares held of record by, each of the Ray Dolby 2002 Trust B, the Dagmar Dolby 2017 Trust BB and the Dagmar Dolby 2018 Trust BB. David E. Dolby is the Special Trustee of, and has sole voting power over the shares held of record by,
each of the Ray Dolby 2002 Trust B, the Dagmar Dolby 2017 Trust BB and the Dagmar Dolby 2018 Trust BB. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II and Dolby Holdings III as the Manager of
each, and David E. Dolby has sole voting power over 50% of the 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II and all of the 350,000 shares of Class B Common Stock held of record by Dolby
Holdings III, as Special Manager of each. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
|
(56)
|
Consists of (i) 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust and (ii) 8,680,617 shares of Class B Common Stock held of record by Dagmar
Dolby, as Trustee of the Dagmar Dolby Trust. David E. Dolby is the Special Trustee of each of the Marital Trust and the Dagmar Dolby Trust. Dagmar Dolby has sole dispositive power over the shares held of record by each of the Marital Trust and the
Dagmar Dolby Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by each of the Marital Trust and the Dagmar Dolby Trust, with voting decisions requiring the unanimous vote of the Trustee and the
Special Trustee. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
|
(57)
|
Consists of (i) 61,150 shares of Class A Common Stock held of record by David E. Dolby, and (ii) stock options held of record by David E. Dolby to purchase up to 1,285 shares of Class A Common Stock
that are exercisable within 60 days after June 20, 2018.
|
(58)
|
Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of
Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by David E. Dolby is 38.6%. David E. Dolbys percentage ownership of Class B Common Stock is 93.8%.
|
(59)
|
Represents 81.6% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.
|
(60)
|
Based on 62,434,488 shares of Class A Common Stock and 41,677,918 shares of Class B Common Stock outstanding on April 27, 2018.
|
Explanatory Note:
This Amendment No. 40 to Schedule 13D (this
Amendment
) amends the Schedule 13D initially filed with the Commission
on December 27, 2011 (as subsequently amended prior to the date hereof, the
Statement
). This Amendment is filed on behalf of (i) Dagmar Dolby, (ii) Thomas E. Dolby, (iii) David E. Dolby, (iv) Dagmar
Dolby, as Trustee of the Marital Trust, (v) Dagmar Dolby, as Trustee of the Dagmar Dolby Trust, (vi) Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A, (vii) Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B,
(viii) Dolby Holdings II, (ix) Dolby Holdings III, (x) Dagmar Dolby, as Trustee of the Dagmar Dolby 2017 Trust BB, and (xi) Dagmar Dolby, as Trustee of the Dagmar Dolby 2018 Trust BB (collectively,
the
Reporting Persons
), relating to the beneficial ownership of the Class A Common Stock, $0.001 par value per share (the
Class
A Common Stock
), and the Class B Common
Stock, $0.001 par value per share (the
Class
B Common Stock
), of Dolby Laboratories, Inc., a Delaware corporation (the
Company
). Except as set forth herein, this Amendment does not
supplement, restate or amend any of the information disclosed in the Statement. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Statement.
Item 2.
|
Identity and Background.
|
Item 2 of the Statement is amended and restated in its
entirety to read in full as follows:
Dagmar Dolby is the widow of Ray Dolby, the former Founder and Director Emeritus of the Company, and
serves as the Trustee of each of the Marital Trust, the Dagmar Dolby Trust, the Ray Dolby 2002 Trust A, the Ray Dolby 2002 Trust B, the Dagmar Dolby 2017 Trust BB and the Dagmar Dolby 2018 Trust BB. The Marital Trust and the Dagmar Dolby Trust are
formed under the Dolby Family Trust Instrument dated May 7, 1999, and each such trust was formed for tax and estate planning purposes as a result of the death of Ray Dolby on September 12, 2013. Each of the Dagmar Dolby 2017 Trust BB and
the Dagmar Dolby 2018 Trust BB is a grantor retained annuity trust (
GRAT
) established by Dagmar Dolby. Dagmar Dolby is a U.S. citizen and each of the Marital Trust, the Dagmar Dolby Trust, the Ray Dolby 2002 Trust A, the Ray Dolby
2002 Trust B, the Dagmar Dolby 2017 Trust BB and the Dagmar Dolby 2018 Trust BB is established under the laws of the State of California.
Thomas E. Dolby, Dagmar Dolbys son, is a writer and serves as the Special Trustee of, and has sole voting power over the shares held of
record by, the Ray Dolby 2002 Trust A.
David E. Dolby, Dagmar Dolbys son, is a director of the Company and serves as a Managing
Director of Dolby Family Ventures, an early-stage venture firm not affiliated with the Company. David E. Dolby serves as the Special Trustee of, and shares voting power with Dagmar Dolby as to the shares held of record by, each of the Marital Trust
and the Dagmar Dolby Trust. David E. Dolby serves as the Special Trustee of, and has sole voting power over the shares held of record by, each of the Ray Dolby 2002 Trust B, the Dagmar Dolby 2017 Trust BB and the Dagmar Dolby 2018 Trust BB.
Each of Dolby Holdings II and Dolby Holdings III (each, a
Family
LLC
) is a limited
liability company formed under the laws of the State of Delaware. Dagmar Dolby is the Manager of each Family LLC; Thomas E. Dolby and David E. Dolby are Special Managers of Dolby Holdings II; and David E. Dolby is the Special Manager of
Dolby Holdings III. The members of the Family LLCs (the
Members
), which have no management control over the Family LLCs, consist of trusts of which Dagmar Dolby is the trustee that have been established for the
benefit of Dagmar Dolby and/or her immediate family members.
The business address of each of the Reporting Persons and the Members is C/O
Dolby Laboratories, Inc., 1275 Market Street, San Francisco, California 94103.
During the last five years, no Reporting Person or Member
(i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Item 4.
|
Purpose of Transaction.
|
Item 4 of the Statement is amended by adding the following
thereto:
On June 20, 2018, the Dagmar Dolby 2017 Trust BB transferred 764,000 shares of Class B Common Stock to the Dagmar
Dolby Trust (the
2017 GRAT 2018 Annuity Share Distribution
). The Dagmar Dolby 2017 Trust BBs trust instrument requires an annual annuity payment to the Dagmar Dolby Trust, and the 2017 GRAT 2018 Annuity Share
Distribution was effected in satisfaction of the annuity payment requirements, and in accordance with the terms, of such trust instrument. The 2017 GRAT 2018 Annuity Share Distribution was a transfer for no value, without the payment or receipt of
any funds or other consideration by any Reporting Person in exchange therefor.
On June 20, 2018, Dagmar Dolby established a new GRAT, the Dagmar Dolby 2018
Trust BB, and the Dagmar Dolby Trust contributed 3,800,000 shares of Class B Common Stock to such GRAT (the
2018 GRAT Share Contribution
). The 2018 GRAT 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.
On June 20, 2018, the limited liability company agreement of Dolby Holdings III was amended to (i) establish the position of Special
Manager, which has sole voting power over all of the shares held of record by Dolby Holdings III, and (ii) appoint David E. Dolby to such position (the
DH III LLC Agreement Amendment
). The DH III LLC Agreement
Amendment was effected solely for tax and estate planning and investment management purposes and for no value, without the payment or receipt of any funds or other consideration by any Reporting Person in exchange therefor.
Item 5.
|
Interest in Securities of the Issuer.
|
Subsection (c) and of Item 5 of the
Statement is amended and restated in its entirety to read in full as follows:
(c) The information set forth in Item 4 regarding
the 2017 GRAT 2018 Annuity Share Distribution, the 2018 GRAT Share Contribution and the DH III LLC Agreement Amendment is incorporated herein by reference. In addition to such transactions, the table set forth on
Schedule
A
reflects all other transactions effected by the Reporting Persons in the classes of securities reported on during the period beginning on June 6, 2018, the day immediately following the date of the last transaction reported in the most recently
filed amendment to this Statement before the date hereof, and ending on June 20, 2018, the date of the last transaction reported in this Amendment. Each transaction set forth on
Schedule
A
represents (i) the
conversion of the applicable number of shares of Class B Common Stock into an equal number of shares of Class A Common Stock, and (ii) the sale of such shares of Class A Common Stock in open market trades pursuant to the 2018
Trading Plans.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 6 of the Statement is amended by adding the following thereto:
The information set forth in Item 4 is incorporated herein by reference.
Item 7.
|
Material to Be Filed as Exhibits.
|
|
|
|
Exhibit 1:
|
|
Joint Filing Agreement pursuant to Rule
13d-1(k)(1)
(filed herewith).
|
Exhibit 2:
|
|
Power of Attorney Dagmar Dolby (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed with the Commission on March 10, 2014).
|
Exhibit 3:
|
|
Power of Attorney Thomas E. Dolby (incorporated by reference to Exhibit 3 to the Schedule 13D/A filed with the Commission on March 10, 2014).
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Exhibit 4:
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Power of Attorney David E. Dolby (incorporated by reference to Exhibit 4 to the Schedule 13D/A filed with the Commission on March 10, 2014).
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Exhibit 5:
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Power of Attorney Marital Trust (incorporated by reference to Exhibit 6 to the Schedule 13D/A filed with the Commission on March 10, 2014).
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Exhibit 6
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Power of Attorney Dagmar Dolby Trust (incorporated by reference to Exhibit 7 to the Schedule 13D/A filed with the Commission on March 10, 2014).
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Exhibit 7:
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Power of Attorney Ray Dolby 2002 Trust A (incorporated by reference to Exhibit 8 to the Schedule 13D/A filed with the Commission on March 10, 2014).
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Exhibit 8:
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Power of Attorney Ray Dolby 2002 Trust B (incorporated by reference to Exhibit 9 to the Schedule 13D/A filed with the Commission on March 10, 2014).
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Exhibit 9:
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Power of Attorney Dolby Holdings II (incorporated by reference to Exhibit 12 to the Schedule 13D/A filed with the Commission on March 10, 2014).
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Exhibit 10:
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Power of Attorney Dolby Holdings III (incorporated by reference to Exhibit 10 to the Schedule 13D/A filed with the Commission on March 29, 2018).
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Exhibit 11:
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Power of Attorney Dagmar Dolby 2017 Trust BB (incorporated by reference to Exhibit 11 to the Schedule 13D/A filed with the Commission on May 26, 2017).
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Exhibit 12:
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Power of Attorney Dagmar Dolby 2018 Trust BB (filed herewith).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: June 21, 2018.
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DAGMAR DOLBY
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MARITAL TRUST UNDER THE DOLBY FAMILY TRUST INSTRUMENT DATED MAY 7, 1999
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By:
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*
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By:
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*
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Dagmar Dolby
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Name: Dagmar Dolby
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Title: Trustee
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THOMAS E. DOLBY
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DAGMAR DOLBY TRUST UNDER THE DOLBY FAMILY TRUST INSTRUMENT DATED MAY 7, 1999
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By:
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*
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By:
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*
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Thomas E. Dolby
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Name: Dagmar Dolby
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Title: Trustee
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DAVID E. DOLBY
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RAY DOLBY 2002 TRUST A DATED APRIL 19, 2002
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By:
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*
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By:
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*
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David E. Dolby
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Name: Dagmar Dolby
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Title: Trustee
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DAGMAR DOLBY 2017 TRUST BB DATED MAY 25, 2017
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RAY DOLBY 2002 TRUST B DATED APRIL 19, 2002
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By:
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*
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By:
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*
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Name: Dagmar Dolby
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Name: Dagmar Dolby
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Title: Trustee
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Title: Trustee
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DAGMAR DOLBY 2018 TRUST BB DATED JUNE 20, 2018
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DOLBY HOLDINGS II LLC
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By:
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*
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By:
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*
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Name: Dagmar Dolby
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Name: Dagmar Dolby
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Title: Trustee
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Title: Manager
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DOLBY HOLDINGS III LLC
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By:
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*
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Name: Dagmar Dolby
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Title: Manager
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*By:
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/s/ Patrick McCabe
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Patrick McCabe, on behalf of Shartsis Friese LLP,
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as
Attorney-in-Fact
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SCHEDULE A
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Name of Reporting Person
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Date of
Transaction
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No. of Shares
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Sale Price Per
Share of Class A
Common Stock (1)
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Dagmar Dolby Trust
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6/6/2018
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50,000
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$
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64.3601
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(2)
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Dagmar Dolby Trust
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6/7/2018
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50,000
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$
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64.4470
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(3)
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Dagmar Dolby Trust
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6/8/2018
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50,000
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$
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64.2501
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(4)
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Dagmar Dolby Trust
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6/11/2018
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50,000
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$
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64.3118
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(5)
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Dagmar Dolby Trust
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6/12/2018
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50,000
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$
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64.0142
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(6)
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Dagmar Dolby Trust
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6/13/2018
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50,000
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$
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64.4979
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(7)
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Dagmar Dolby Trust
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6/14/2018
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50,000
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$
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65.2405
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(8)
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Dagmar Dolby Trust
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6/15/2018
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50,000
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$
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65.1069
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(9)
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Dagmar Dolby Trust
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6/18/2018
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50,000
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$
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65.5035
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(10)
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Dagmar Dolby Trust
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6/19/2018
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49,900
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$
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64.8208
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(11)
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Dagmar Dolby Trust
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6/19/2018
|
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100
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$
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65.1700
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Dagmar Dolby Trust
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6/20/2018
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50,000
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$
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65.2182
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(12)
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(1)
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The applicable Reporting Person hereby undertakes to provide upon request to the Commission, the Company or a security holder of the Company full information regarding the number of shares and prices at which the
transactions were effected.
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(2)
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Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $64.155 to $64.54 per share, inclusive.
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(3)
|
Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $64.255 to $64.69 per share, inclusive.
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(4)
|
Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $63.93 to $64.73 per share, inclusive.
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(5)
|
Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $63.96 to $64.51 per share, inclusive.
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(6)
|
Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $63.54 to $64.46 per share, inclusive.
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(7)
|
Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $64.13 to $64.74 per share, inclusive.
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(8)
|
Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $64.61 to $65.48 per share, inclusive.
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(9)
|
Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $64.66 to $65.39 per share, inclusive.
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(10)
|
Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $64.97 to $65.70 per share, inclusive.
|
(11)
|
Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $64.13 to $65.12 per share, inclusive.
|
(12)
|
Reflects the weighted average sale price, for multiple transactions executed at prices ranging from $64.915 to $65.35 per share, inclusive.
|
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