SC 13D/A

 

 

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 person’s 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
Stock (1)(3)(4)

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 Fund’s board of directors. David E. Dolby, Dagmar Dolby’s 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 Dolby’s 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 Dolby’s 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 Fund’s 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 Dolby’s 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 Dolby’s 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 Trust’s 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 Dolby’s 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 Trust’s 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 Dolby’s 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 A’s 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 Dolby’s 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 B’s 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 II’s 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 III’s 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 Dolby’s 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 B’s 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 Dolby’s 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 BB’s 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. Dolby’s 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. Dolby’s 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. Dolby’s 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. Dolby’s 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
EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

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