UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 36)*
DOLBY LABORATORIES, INC.
(Name of Issuer)
CLASS A COMMON STOCK
CLASS B COMMON STOCK
(Title of Class of Securities)
CLASS A COMMON STOCK: 25659T107
CLASS B COMMON STOCK: Not Applicable
(CUSIP Number)
Dolby Laboratories, Inc.
1275 Market Street
San Francisco, CA 94103
Phone: (415) 558-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 19, 2018
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 14 Pages)
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 2 of 14 Pages |
1. | Names of reporting persons
Dagmar 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
793,164 shares of Class A Common Stock (1)(2) | ||||
8. | Shared voting power
1,126,000 shares of Class A Common Stock and 36,524,779 shares of Class B Common Stock (1)(3) | |||||
9. | Sole dispositive power
793,164 shares of Class A Common Stock and 41,632,210 shares of Class B Common Stock (1)(4) | |||||
10. | Shared dispositive power
126,000 shares of Class A Common Stock (1)(5) | |||||
11. |
Aggregate amount beneficially owned by each reporting person
1,919,164 shares of Class A Common Stock and 41,632,210 shares of Class B Common | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
13. | Percent of class represented by amount in Row (11)
42.1% (1)(6)(7)(8) | |||||
14. | Type of reporting person (see instructions)
IN |
(1) | 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. |
(2) | Consists of 793,164 shares of Class A Common Stock held of record by the Ray and Dagmar Dolby Family Fund, a California nonprofit public benefit corporation and a private foundation within the meaning of section 509(a) of the Internal Revenue Code (the Dolby Family Fund). Dagmar Dolby is the President and sole director of, and has sole dispositive and voting power over the shares held of record by, the Dolby Family Fund. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein. |
(3) | Consists of (i) 1,126,000 shares of Class A Common Stock held of record by the Dagmar Dolby Fund, a California nonprofit public benefit corporation (the Dagmar Dolby Fund), (ii) 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust under the Dolby Family Trust Instrument dated May 7, 1999 (the Marital Trust), and (iii) 12,416,617 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust under the Dolby Family Trust Instrument dated May 7, 1999 (the Dagmar Dolby Trust). Dagmar Dolby, as one of three directors of the Dagmar Dolby Fund, has shared voting power over all 1,126,000 shares of Class A Common Stock held of record by the Dagmar Dolby Fund and has or will have within 60 days after April 19, 2018 shared dispositive power over 126,000 of the shares of Class A Common Stock held of record by the Dagmar Dolby Fund, with voting and disposition decisions regarding such shares requiring the majority vote of the Dagmar Dolby Funds board of directors. David E. Dolby, Dagmar Dolbys son, 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 her pecuniary interest therein. |
(4) | Consists of (i) 793,164 shares of Class A Common Stock held of record by the Dolby Family Fund, (ii) 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust, (iii) 12,416,617 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust, (iv) 160,592 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A dated April 19, 2002 (the Ray Dolby 2002 Trust A), (v) 463,262 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B dated April 19, 2002 (the Ray Dolby 2002 Trust B), (vi) 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II LLC (Dolby Holdings II), (vii) 350,000 shares of Class B Common Stock held of record by Dolby Holdings III LLC (Dolby Holdings III), (viii) 1,155,977 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B, dated March 23, 2016 (the Dagmar Dolby 2016 Trust B), and (viii) 1,937,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2017 Trust BB, dated May 25, 2017 (the Dagmar Dolby 2017 Trust BB). Dagmar Dolby is the Trustee of, and has sole dispositive power over the shares held of record by, each of the Marital Trust, the Dagmar Dolby Trust, the Ray Dolby 2002 Trust A, the Ray Dolby 2002 Trust B, the Dagmar Dolby 2016 Trust B and the Dagmar Dolby 2017 Trust BB. Dagmar Dolby and David E. Dolby, Dagmar Dolbys son and Special Trustee of the Marital Trust and the Dagmar Dolby Trust, 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. Thomas E. Dolby, Dagmar Dolbys son, is 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 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 2016 Trust B and the Dagmar Dolby 2017 Trust BB. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II as the Manager of Dolby Holdings II, and each of Thomas E. Dolby and David E. Dolby has sole voting power over 50% of the shares held of record by Dolby Holdings II as a Special Manager of Dolby Holdings II. Dagmar Dolby, as the Manager of Dolby Holdings III, has sole dispositive and voting power over the shares held of record by Dolby Holdings III. Dagmar Dolby, as the President and sole director of the Dolby Family Fund, has sole dispositive and voting power over the shares held of record by the Dolby Family Fund. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein. |
(5) | Consists of 126,000 shares of Class A Common Stock held of record by the Dagmar Dolby Fund. Dagmar Dolby, as one of three directors of the Dagmar Dolby Fund, has shared voting power over all 1,126,000 shares of Class A Common Stock held of record by the Dagmar Dolby Fund and has or will have within 60 days after April 19, 2018 shared dispositive power over 126,000 of the shares of Class A Common Stock held of record by the Dagmar Dolby Fund, with voting and disposition decisions regarding such shares requiring the majority vote of the Dagmar Dolby Funds board of directors. The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein. |
(6) | 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 Dagmar Dolby is 42.5%. Dagmar Dolbys percentage ownership of Class B Common Stock is 97.4%. |
(7) | The shares represented in Row 11 represent 85.7% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock and the shares over which Dagmar Dolby has sole or shared voting power represent 75.2% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock. |
(8) | Based on 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 3 of 14 Pages |
1. | Names of reporting persons
Dagmar Dolby, as Trustee of the Marital Trust under the Dolby Family Trust Instrument dated May 7, 1999 | |||||
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
24,108,162 shares of Class B Common Stock (9)(10) | |||||
9. | Sole dispositive power
24,108,162 shares of Class B Common Stock (9)(10) | |||||
10. | Shared dispositive power
None | |||||
11. |
Aggregate amount beneficially owned by each reporting person
24,108,162 shares of Class B Common Stock (9)(10) | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
13. | Percent of class represented by amount in Row (11)
23.3% (9)(11)(12)(13) | |||||
14. | Type of reporting person (see instructions)
OO |
(9) | 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. |
(10) | Consists of 24,108,162 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Marital Trust. David E. Dolby, Dagmar Dolbys son, is the Special Trustee of the Marital Trust. Dagmar Dolby has sole dispositive power over the shares held of record by the Marital Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by the Marital Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee. |
(11) | 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 Marital Trust is 28.4%. The Marital Trusts percentage ownership of Class B Common Stock is 56.4%. |
(12) | Represents 49.4% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock. |
(13) | Based on 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 4 of 14 Pages |
1. | Names of reporting persons
Dagmar Dolby, as Trustee of the Dagmar Dolby Trust under the Dolby Family Trust Instrument dated May 7, 1999 | |||||
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
12,416,617 shares of Class B Common Stock (14)(15) | |||||
9. | Sole dispositive power
12,416,617 shares of Class B Common Stock (14)(15) | |||||
10. | Shared dispositive power
None | |||||
11. |
Aggregate amount beneficially owned by each reporting person
12,416,617 shares of Class B Common Stock (14)(15) | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
13. | Percent of class represented by amount in Row (11)
12.0% (14)(16)(17)(18) | |||||
14. | Type of reporting person (see instructions)
OO |
(14) | 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. |
(15) | Consists of 12,416,617 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby Trust. David E. Dolby, Dagmar Dolbys son, is the Special Trustee of the Dagmar Dolby Trust. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby Trust, and Dagmar Dolby and David E. Dolby have shared voting power over the shares held of record by the Dagmar Dolby Trust, with voting decisions requiring the unanimous vote of the Trustee and the Special Trustee. |
(16) | 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 Trust is 17.0%. The Dagmar Dolby Trusts percentage ownership of Class B Common Stock is 29.1%. |
(17) | Represents 25.4% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock. |
(18) | Based on 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 5 of 14 Pages |
1. | Names of reporting persons
Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A dated April 19, 2002 | |||||
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
160,592 shares of Class B Common Stock (19)(20) | |||||
10. | Shared dispositive power
None | |||||
11. |
Aggregate amount beneficially owned by each reporting person
160,592 shares of Class B Common Stock (19)(20) | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
13. | Percent of class represented by amount in Row (11)
0.2% (19)(21)(22)(23) | |||||
14. | Type of reporting person (see instructions)
OO |
(19) | 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. |
(20) | Consists of 160,592 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A. Thomas E. Dolby, Dagmar Dolbys son, is the Special Trustee of the Ray Dolby 2002 Trust A. Dagmar Dolby has sole dispositive power over the shares held of record by the Ray Dolby 2002 Trust A, and Thomas E. Dolby has sole voting power over the shares held of record by the Ray Dolby 2002 Trust A. |
(21) | 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 Ray Dolby 2002 Trust A is 0.3%. The Ray Dolby 2002 Trust As percentage ownership of Class B Common Stock is 0.4%. |
(22) | Represents 0.3% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock. |
(23) | Based on 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 6 of 14 Pages |
1. | Names of reporting persons
Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B dated April 19, 2002 | |||||
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
463,262 shares of Class B Common Stock (24)(25) | |||||
10. | Shared dispositive power
None | |||||
11. |
Aggregate amount beneficially owned by each reporting person
463,262 shares of Class B Common Stock (24)(25) | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
13. | Percent of class represented by amount in Row (11)
0.4% (24)(26)(27)(28) | |||||
14. | Type of reporting person (see instructions)
OO |
(24) | 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. |
(25) | Consists of 463,262 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B. David E. Dolby, Dagmar Dolbys son, is the Special Trustee of the Ray Dolby 2002 Trust B. Dagmar Dolby has sole dispositive power over the shares held of record by the Ray Dolby 2002 Trust B, and David E. Dolby has sole voting power over the shares held of record by the Ray Dolby 2002 Trust B. |
(26) | 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 Ray Dolby 2002 Trust B is 0.8%. The Ray Dolby 2002 Trust Bs percentage ownership of Class B Common Stock is 1.1%. |
(27) | Represents 0.9% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock. |
(28) | Based on 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 7 of 14 Pages |
1. | Names of reporting persons
Dolby Holdings II 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
1,040,000 shares of Class B Common Stock (29)(30) | |||||
9. | Sole dispositive power
None | |||||
10. | Shared dispositive power
1,040,000 shares of Class B Common Stock (29)(30) | |||||
11. |
Aggregate amount beneficially owned by each reporting person
1,040,000 shares of Class B Common Stock (29)(30) | |||||
12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ☐
| |||||
13. | Percent of class represented by amount in Row (11)
1.0% (29)(31)(32)(33) | |||||
14. | Type of reporting person (see instructions)
OO |
(29) | 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. |
(30) | Consists of 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II as the Manager of Dolby Holdings II. Each of Thomas E. Dolby and David E. Dolby has sole voting power over 50% of the shares held of record by Dolby Holdings II as a Special Manager of Dolby Holdings II. |
(31) | 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 II is 1.7%. Dolby Holdings IIs percentage ownership of Class B Common Stock is 2.4%. |
(32) | Represents 2.1% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock. |
(33) | Based on 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 8 of 14 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, as the Manager of Dolby Holdings III, has sole dispositive and voting power over the shares held of record by 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 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 9 of 14 Pages |
1. | Names of reporting persons
Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B dated March 23, 2016 | |||||
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
1,155,977 shares of Class B Common Stock (39)(40) | |||||
10. | Shared dispositive power
None | |||||
11. |
Aggregate amount beneficially owned by each reporting person
1,155,977 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 1,155,977 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B. David E. Dolby, Dagmar Dolbys son, is the Special Trustee of the Dagmar Dolby 2016 Trust B. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby 2016 Trust B, and David E. Dolby has sole voting power over the shares held of record by the Dagmar Dolby 2016 Trust B. |
(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 2016 Trust B is 1.9%. The Dagmar Dolby 2016 Trust Bs percentage ownership of Class B Common Stock is 2.7%. |
(42) | Represents 2.4% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock. |
(43) | Based on 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 10 of 14 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
1,937,600 shares of Class B Common Stock (44)(45) | |||||
10. | Shared dispositive power
None | |||||
11. |
Aggregate amount beneficially owned by each reporting person
1,937,600 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)
1.9% (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 1,937,600 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. |
(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 2017 Trust BB is 3.1%. The Dagmar Dolby 2017 Trust BBs percentage ownership of Class B Common Stock is 4.5%. |
(47) | Represents 4.0% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock. |
(48) | Based on 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 11 of 14 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 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Class A CUSIP Number: 25659T107 Class B CUSIP Number: Not Applicable |
Page 12 of 14 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 4,076,839 shares of Class B Common Stock (54)(55) | ||||
8. | Shared voting power
36,524,779 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 40,601,618 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)
39.3% (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 April 19, 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) 1,155,977 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B, and (vi) 1,937,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2017 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 2016 Trust B and the Dagmar Dolby 2017 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 2016 Trust B and the Dagmar Dolby 2017 Trust BB. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II as the Manager of Dolby Holdings II, 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 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. |
(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) 12,416,617 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 April 19, 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 40.1%. David E. Dolbys percentage ownership of Class B Common Stock is 95.0%. |
(59) | Represents 83.2% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock. |
(60) | Based on 60,791,241 shares of Class A Common Stock and 42,733,597 shares of Class B Common Stock outstanding on January 26, 2018. |
Page 13 of 14 Pages |
Explanatory Note:
This Amendment No. 36 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 2016 Trust B, and (xi) Dagmar Dolby, as Trustee of the Dagmar Dolby 2017 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 4. | Purpose of Transaction. |
Item 4 of the Statement is amended by adding the following at the end thereof:
On various dates in April 2018, the Dagmar Dolby Fund gifted an aggregate of 435,000 shares of Class A Common Stock to unaffiliated third-party charities and the Dolby Family Fund gifted an aggregate of 23,625 shares of Class A Common Stock to an unaffiliated third-party charity (all such gifts, the April 2018 Gifts).
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 April 2018 Gifts is incorporated herein by reference.
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 at the end thereof:
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). | |
Exhibit 4: | 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). | |
Exhibit 5: | Power of Attorney Marital Trust (incorporated by reference to Exhibit 6 to the Schedule 13D/A filed with the Commission on March 10, 2014). | |
Exhibit 6 | 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). | |
Exhibit 7: | 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). | |
Exhibit 8: | 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). | |
Exhibit 9: | 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). | |
Exhibit 10: | 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). | |
Exhibit 11: | 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). | |
Exhibit 12: | Power of Attorney Dagmar Dolby 2016 Trust B (incorporated by reference to Exhibit 12 to the Schedule 13D/A filed with the Commission on February 28, 2018). |
Page 14 of 14 Pages |
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: April 25, 2018.
DAGMAR DOLBY | MARITAL TRUST UNDER THE DOLBY FAMILY TRUST INSTRUMENT DATED MAY 7, 1999 | |||||||
By: | * | By: | * | |||||
Dagmar Dolby | Name: Dagmar Dolby | |||||||
Title: Trustee | ||||||||
THOMAS E. DOLBY | DAGMAR DOLBY TRUST UNDER THE DOLBY FAMILY TRUST INSTRUMENT DATED MAY 7, 1999 | |||||||
By: | * | By: | * | |||||
Thomas E. Dolby | Name: Dagmar Dolby | |||||||
Title: Trustee | ||||||||
DAVID E. DOLBY | RAY DOLBY 2002 TRUST A DATED APRIL 19, 2002 | |||||||
By: | * | By: | * | |||||
David E. Dolby | Name: Dagmar Dolby | |||||||
Title: Trustee | ||||||||
DAGMAR DOLBY 2016 TRUST B DATED MARCH 23, 2016 | RAY DOLBY 2002 TRUST B DATED APRIL 19, 2002 | |||||||
By: | * | By: | * | |||||
Name: Dagmar Dolby | Name: Dagmar Dolby | |||||||
Title: Trustee | Title: Trustee | |||||||
DAGMAR DOLBY 2017 TRUST BB DATED MAY 25, 2017 | DOLBY HOLDINGS II LLC | |||||||
By: | * | By: | * | |||||
Name: Dagmar Dolby | Name: Dagmar Dolby | |||||||
Title: Trustee | Title: Manager | |||||||
DOLBY HOLDINGS III LLC | ||||||||
By: | * | |||||||
Name: Dagmar Dolby | ||||||||
Title: Manager | ||||||||
*By: | /s/ Patrick McCabe | |||||||
Patrick McCabe, on behalf of Shartsis Friese LLP, | ||||||||
as Attorney-in-Fact |