SC 13D/A

Number of

shares

beneficially

owned by

each

reporting

person

with

Sole voting power

125,700 shares of Class A Common Stock (1)(2)

Shared voting power

770,500 shares of Class A Common Stock and 26,903,779 shares of Class B Common Stock (1)(3)

Sole dispositive power

125,700 shares of Class A Common Stock and 36,146,233 shares of Class B Common Stock (1)(4)

Shared dispositive power

770,500 shares of Class A Common Stock (1)(5)

0001193125-20-078952.txt : 20200319 0001193125-20-078952.hdr.sgml : 20200319 20200319160403 ACCESSION NUMBER: 0001193125-20-078952 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200319 DATE AS OF CHANGE: 20200319 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE DAGMAR DOLBY 2016 TRUST B DATED MARCH 23, 2016 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE DAGMAR DOLBY 2018 TRUST BB DATED JUNE 20, 2018 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE DAGMAR DOLBY 2019 TRUST BB DATED JULY 22, 2019 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE DAGMAR DOLBY 2020 TRUST BB DATED MARCH 17, 2020 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE DAGMAR DOLBY TRUST UNDER THE DOLBY FAMILY TRUST INSTRUMENT DATED MAY 7, 1999 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE MARITAL TRUST UNDER THE DOLBY FAMILY TRUST INSTRUMENT DATED MAY 7, 1999 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE RAY DOLBY 2002 TRUST A DATED APRIL 19, 2002 GROUP MEMBERS: DAGMAR DOLBY, AS TRUSTEE OF THE RAY DOLBY 2002 TRUST B DATED APRIL 19, 2002 GROUP MEMBERS: DAVID E. DOLBY GROUP MEMBERS: DOLBY HOLDINGS II LLC GROUP MEMBERS: DOLBY HOLDINGS III LLC GROUP MEMBERS: THOMAS E. DOLBY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Dolby Laboratories, Inc. CENTRAL INDEX KEY: 0001308547 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 900199783 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80595 FILM NUMBER: 20728444 BUSINESS ADDRESS: STREET 1: 1275 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415 558 0200 MAIL ADDRESS: STREET 1: 1275 MARKET STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dolby Dagmar CENTRAL INDEX KEY: 0001537372 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O DOLBY LABORATORIES, INC. STREET 2: 100 POTRERO AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94103 SC 13D/A 1 d901521dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 49)*

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)

March 17, 2020

(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 16 Pages)


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 2 of 16 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

(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 125,700 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) 770,500 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) 2,795,617 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 770,500 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) 125,700 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) 2,795,617 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) 403,600 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”), (ix) 1,825,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2018 Trust BB dated June 20, 2018 (the “Dagmar Dolby 2018 Trust BB”), (x) 3,700,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2019 Trust BB dated July 22, 2019 (the “Dagmar Dolby 2019 Trust BB”), and (xi) 1,300,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 Trust BB dated March 17, 2020 (the “Dagmar Dolby 2020 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, the Dagmar Dolby 2018 Trust BB, the Dagmar Dolby 2019 Trust BB and the Dagmar Dolby 2020 Trust BB. Dagmar Dolby and David E. Dolby, 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, the Dagmar Dolby 2018 Trust BB, the Dagmar Dolby 2019 Trust BB and the Dagmar Dolby 2020 Trust BB. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II and Dolby Holdings III as the Manager of each, 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, and David E. Dolby has sole voting power over all of the shares held of record by Dolby Holdings III as a Special Manager of 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 770,500 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 770,500 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 36.7%. Dagmar Dolby’s percentage ownership of Class B Common Stock is 99.8%.

(7)

The shares represented in Row 11 represent 84.9% 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 63.2% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(8)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 3 of 16 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

(9)

(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 27.1%. The Marital Trust’s percentage ownership of Class B Common Stock is 66.6%.

(12)	Represents 56.5% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(13)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 4 of 16 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

(14)

(15)

Consists of 2,795,617 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 4.1%. The Dagmar Dolby Trust’s percentage ownership of Class B Common Stock is 7.7%.

(17)	Represents 6.5% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(18)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 5 of 16 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

(19)

(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 0.2%. The Ray Dolby 2002 Trust A’s percentage ownership of Class B Common Stock is 0.4%.

(22)	Represents 0.4% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(23)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 6 of 16 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

(24)

(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 0.7%. The Ray Dolby 2002 Trust B’s percentage ownership of Class B Common Stock is 1.3%.

(27)	Represents 1.1% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(28)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 7 of 16 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

(29)

(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, Dagmar Dolby’s sons, 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 1.6%. Dolby Holdings II’s percentage ownership of Class B Common Stock is 2.9%.

(32)	Represents 2.4% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(33)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 8 of 16 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

(34)

(35)

Consists of 350,000 shares of Class B Common Stock held of record by Dolby Holdings III. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings III as the Manager of Dolby Holdings III. David E. Dolby, Dagmar Dolby’s son, has sole voting power over the shares held of record by Dolby Holdings III as the Special Manager of Dolby Holdings III.

(36)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by Dolby Holdings III is 0.5%. Dolby Holdings III’s percentage ownership of Class B Common Stock is 1.0%.

(37)	Represents 0.8% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(38)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 9 of 16 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

(39)

(40)

Consists of 403,600 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 0.6%. The Dagmar Dolby 2016 Trust B’s percentage ownership of Class B Common Stock is 1.1%.

(42)	Represents 0.9% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(43)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 10 of 16 Pages


1.		Names of reporting persons Dagmar Dolby, as Trustee of the Dagmar Dolby 2018 Trust BB dated June 20, 2018
2.		Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
3.		SEC use only
4.		Source of funds (see instructions) Not applicable
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization USA

(44)

(45)

Consists of 1,825,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2018 Trust BB. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Dagmar Dolby 2018 Trust BB. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby 2018 Trust BB, and David E. Dolby has sole voting power over the shares held of record by the Dagmar Dolby 2018 Trust BB.

(46)

Represents the percentage ownership of Class A Common Stock assuming the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. The percentage ownership of Class A Common Stock assuming the conversion of only the outstanding shares of Class B Common Stock beneficially owned by the Dagmar Dolby 2018 Trust BB is 2.7%. The Dagmar Dolby 2018 Trust BB’s percentage ownership of Class B Common Stock is 5.0%.

(47)	Represents 4.3% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(48)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 11 of 16 Pages


1.		Names of reporting persons Dagmar Dolby, as Trustee of the Dagmar Dolby 2019 Trust BB dated July 22, 2019
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

(49)

(50)

Consists of 3,700,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2019 Trust BB. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Dagmar Dolby 2019 Trust BB. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby 2019 Trust BB, and David E. Dolby has sole voting power over the shares held of record by the Dagmar Dolby 2019 Trust BB.

(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 the Dagmar Dolby 2019 Trust BB is 5.4%. The Dagmar Dolby 2019 Trust BB’s percentage ownership of Class B Common Stock is 10.2%.

(52)	Represents 8.7% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(53)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 12 of 16 Pages


1.		Names of reporting persons Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 Trust BB dated March 17, 2020
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

(54)

(55)

Consists of 1,300,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 Trust BB. David E. Dolby, Dagmar Dolby’s son, is the Special Trustee of the Dagmar Dolby 2020 Trust BB. Dagmar Dolby has sole dispositive power over the shares held of record by the Dagmar Dolby 2020 Trust BB, and David E. Dolby has sole voting power over the shares held of record by the Dagmar Dolby 2020 Trust BB.

(56)

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 2020 Trust BB is 2.0%. The Dagmar Dolby 2020 Trust BB’s percentage ownership of Class B Common Stock is 3.6%.

(57)	Represents 3.0% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(58)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 13 of 16 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

(59)

(60)

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.

(61)

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 1.0%. Thomas E. Dolby’s percentage ownership of Class B Common Stock is 1.9%.

(62)	Represents 1.6% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(63)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 14 of 16 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

(64)

(65)

Consists of (i) 73,978 shares of Class A Common Stock held of record by David E. Dolby, (ii) 463,262 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B, (iii) 520,000 shares of Class B Common Stock held of record by Dolby Holdings II, (iv) 350,000 shares of Class B Common Stock held of record by Dolby Holdings III, (v) 403,600 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2016 Trust B, (vi) 1,825,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2018 Trust BB, (vii) 3,700,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2019 Trust BB, and (viii) 1,300,000 shares of Class B Common Stock held of record by Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 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, the Dagmar Dolby 2018 Trust BB, the Dagmar Dolby 2019 Trust BB and the Dagmar Dolby 2020 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, the Dagmar Dolby 2018 Trust BB, the Dagmar Dolby 2019 Trust BB and the Dagmar Dolby 2020 Trust BB. Dagmar Dolby has sole dispositive power over the shares held of record by Dolby Holdings II and Dolby Holdings III as the Manager of each, and David E. Dolby has sole voting power over 50% of the 1,040,000 shares of Class B Common Stock held of record by Dolby Holdings II and all of the 350,000 shares of Class B Common Stock held of record by Dolby Holdings III, as Special Manager of each. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

(66)

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) 2,795,617 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.

(67)	Consists of 73,978 shares of Class A Common Stock held of record by David E. Dolby.

(68)

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 35.5%. David E. Dolby’s percentage ownership of Class B Common Stock is 97.9%.

(69)	Represents 83.1% of the total outstanding voting power of the Class A Common Stock and Class B Common Stock.

(70)	Based on 64,744,160 shares of Class A Common Stock and 36,224,820 shares of Class B Common Stock outstanding on January 24, 2020.


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 15 of 16 Pages

Explanatory Note:

This Amendment No. 49 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, (xi) Dagmar Dolby, as Trustee of the Dagmar Dolby 2018 Trust BB, (xii) Dagmar Dolby, as Trustee of the Dagmar Dolby 2019 Trust BB and (xiii) Dagmar Dolby, as Trustee of the Dagmar Dolby 2020 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 October 2019, November 2019, December 2019 and February 2020, (i) the Dagmar Dolby Fund gifted an aggregate of 406,000 shares of Class A Common Stock to unaffiliated third-party charities, and (ii) the Dolby Family Fund gifted an aggregate of 201,500 shares of Class A Common Stock to unaffiliated third-party charities (all such share gifts, the “October 2019-February 2020 Gifts”).

On March 17, 2020, Dagmar Dolby established a new GRAT, the Dagmar Dolby 2020 Trust BB, and the Dagmar Dolby Trust contributed 1,300,000 shares of Class B Common Stock to such GRAT (such share contribution, the “March 2020 GRAT Share Contribution”). The March 2020 GRAT Share Contribution was effected solely for tax and estate planning purposes, and was a transfer for no value without the payment or receipt of any funds or other consideration by any Reporting Person in exchange therefor.

Item 5. Interest in Securities of the Issuer.

Subsection (c) of Item 5 of the Statement is amended by adding the following at the end thereof:

The information set forth in Item 4 regarding the October 2019-February 2020 Gifts and the March 2020 GRAT Share Contribution 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 2016 Trust B (incorporated by reference to Exhibit 12 to the Schedule 13D/A filed with the Commission on February 28, 2018).

Exhibit 12:		Power of Attorney – Dagmar Dolby 2018 Trust BB (incorporated by reference to Exhibit 12 to the Schedule 13D/A filed with the Commission on June 21, 2018).

Exhibit 13:		Power of Attorney – Dagmar Dolby 2019 Trust BB (incorporated by reference to Exhibit 12 to the Schedule 13D/A filed with the Commission on July 24, 2019).

Exhibit 14:		Power of Attorney – Dagmar Dolby 2020 Trust BB (filed herewith).


Class A CUSIP Number: 25659T107
Class B CUSIP Number: Not Applicable		Page 16 of 16 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: March 19, 2020.


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 2018 TRUST BB DATED JUNE 20, 2018		DOLBY HOLDINGS II LLC

By:	*	By:	*
	Name: Dagmar Dolby		Name: Dagmar Dolby
	Title: Trustee		Title: Manager

DAGMAR DOLBY 2019 TRUST BB DATED JULY 22, 2019		DOLBY HOLDINGS III LLC

By:	*	By:	*
	Name: Dagmar Dolby		Name: Dagmar Dolby
	Title: Trustee		Title: Manager


		*By:	/s/ Patrick McCabe
			Patrick McCabe, on behalf of Shartsis Friese LLP, as Attorney-in-Fact

DAGMAR DOLBY 2020 TRUST BB DATED MARCH 17, 2020

By:	*
	Name: Dagmar Dolby
	Title: Trustee

EX-99.1 2 d901521dex991.htm EX-99.1 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.

Dated: March 17, 2020


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 2017 TRUST BB DATED MAY 25, 2017		RAY DOLBY 2002 TRUST B DATED APRIL 19, 2002

By:	*	By:	*
	Name: Dagmar Dolby		Name: Dagmar Dolby
	Title: Trustee		Title: Trustee



DAGMAR DOLBY 2018 TRUST BB DATED JUNE 20, 2018		DOLBY HOLDINGS II LLC

By:	*	By:	*
	Name: Dagmar Dolby Title: Trustee		Name: Dagmar Dolby Title: Manager



DAGMAR DOLBY 2019 TRUST BB DATED JULY 22, 2019		DOLBY HOLDINGS III LLC

By:	*	By:	*
	Name: Dagmar Dolby Title: Trustee		Name: Dagmar Dolby Title: Manager



DAGMAR DOLBY 2020 TRUST BB DATED MARCH 17, 2020

By:	*	By:	/s/ Patrick McCabe
	Name: Dagmar Dolby Title: Trustee		Patrick McCabe, on behalf of Shartsis Friese LLP, as Attorney-in-Fact

EX-99.14 3 d901521dex9914.htm EX-99.14 EX-99.14

Exhibit 14

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Andy Sherman, Daniel Rodriguez, Morrison & Foerster LLP and Shartsis Friese LLP, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the·-undersigned statements on Schedule 13D or Schedule 13G, and Forms ID, 3,4 and 5, in accordance with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such statement on Schedule 13D or Schedule 13G, or Form ID, 3, 4 or 5, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the United States. Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that· the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts’ discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in-serving in such capacity at the request of the undersigned, are not assuming ·any of the undersigned’s responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file statements on Schedule 13D or Schedule 13G, or Form ID, 3, 4 and 5, with respect to the undersigned’s holdings of and transactions in securities issued by Dolby Laboratories, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of March 17, 2020.

Dagmar Dolby 2020 Trust BB, dated March 17, 2020

/s/ Dagmar Dolby

By: Dagmar Dolby

Title: Trustee