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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) |
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 | ||||||||
Class B Common Stock | (1) | 12/31/2012 | J(3) | 2,500,000 | (1) | (1) | Class A Common Stock | 2,500,000 | (3) | 2,500,000 (3) | I | By Family LLC (2) | |||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 39,224,719 | I | By Trust (4) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 4,999,000 | I | By Trust (5) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 4,999,000 | I | By Trust (6) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 1,410,165 | I | By Trust (7) | |||||||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | (1) | 1,810,165 | I | By Trust (8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Dolby Ray C/O DOLBY LABORATORIES, INC. 100 POTRERO AVENUE SAN FRANCISCO, CA 94103-4813 |
X |
/s/ Patrick McCabe, Attorney-in-Fact | 01/02/2013 | |
**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) | Shares of Class B Common Stock are convertible at any time at the option of the holder into shares of Class A Common Stock on a 1-for-1 basis. |
(2) | 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 (the "Family LLC"), investment power of which is held by Dagmar Dolby, spouse of the reporting person and manager of the Family LLC, and voting power of which is held by (i) Thomas E. Dolby, son of the reporting person and a special manager of the Family LLC, with respect to 50% of such shares, and (ii) David E. Dolby, son of the reporting person and a special manager of the Family LLC, with respect to 50% of such shares. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(3) | On December 31, 2012, the Dolby Family Trust, dated May 7, 1999, the holder of 100% of the membership interests in the Family LLC and of which the reporting person and his spouse, Dagmar Dolby, serve as Trustees, transferred (i) 50% of the membership interests in the Family LLC to the Dolby 2012 GC Trust A, dated December 5, 2012, and (ii) 50% of the membership interests in the Family LLC to the Dolby 2012 GC Trust B, dated December 5, 2012, in each case in exchange for a promissory note with a principal amount of approximately $37,000,000. The members of the Family LLC have no investment control over the securities held by the Family LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein |
(4) | Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by the reporting person and his spouse, Dagmar Dolby, as Trustees of the Ray Dolby Trust under the Dolby Family Trust Instrument, dated May 7, 1999. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(5) | Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by the reporting person and his spouse, Dagmar Dolby as Trustees of the Ray Dolby 2011 Trust A, dated December 14, 2011, voting power of which is held by Thomas E. Dolby, son of the reporting person, as Special Trustee of the Ray Dolby 2011 Trust A, dated December 14, 2011. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(6) | Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by the reporting person and his spouse, Dagmar Dolby, as Trustees of the Ray Dolby 2011 Trust B, dated December 14, 2011, voting power of which is held by David E. Dolby, son of the reporting person, as Special Trustee of the Ray Dolby 2011 Trust B, dated December 14, 2011. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(7) | Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by the reporting person and his spouse, Dagmar Dolby, as Trustees of the Ray Dolby 2002 Trust A dated April 19, 2002, voting power of which is held by Thomas E. Dolby, son of the reporting person, as Special Trustee of the Ray Dolby 2002 Trust A dated April 19, 2002. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
(8) | Reflects shares of Class B Common Stock (convertible into a like number of shares of Class A Common Stock) held of record by the reporting person and his spouse, Dagmar Dolby, as Trustees of the Ray Dolby 2002 Trust B dated April 19, 2002, voting power of which is held by David E. Dolby, son of the reporting person, as Special Trustee of the Ray Dolby 2002 Trust B dated April 19, 2002. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |