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DLB > SEC Filings for DLB > Form 8-K on 14-May-2014All Recent SEC Filings

Show all filings for DOLBY LABORATORIES, INC.



Other Events

Item 8.01 Other Events.

Dolby Laboratories, Inc. (the "Company") announced that (i) Dagmar Dolby, as Trustee of the Ray Dolby Trust under the Dolby Family Trust Instrument dated May 7, 1999, (ii) Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust A dated April 19, 2002, (iii) Dagmar Dolby, as Trustee of the Ray Dolby 2002 Trust B dated April 19, 2002, and (iv) Dolby Holdings II LLC, a limited liability company of which Dagmar Dolby is the Manager (collectively, the "Dolby Entities"), adopted Rule 10b5-1 trading plans in the third quarter of fiscal 2014. Dagmar Dolby, the Company's principal stockholder, is the widow of the Company's founder, Ray Dolby, and mother of David Dolby, a Company director.

The trading plans were established as part of the Dolby Entities' investment strategies for asset diversification and liquidity over time. The trading plans were adopted during an "open window" in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and as permitted by the Company's insider trading policy.

A total of up to 5 million shares of the Company's Common Stock (or approximately 9.5% of Dagmar Dolby's direct and indirect holdings as of May 9, 2014) could be sold under the Dolby Entities' trading plans. Sales under the trading plans may commence in August 2014, are based upon pre-established stock price thresholds, are subject to daily volume limits and will expire once all of the shares have been sold or in August 2015, whichever is earlier. Actual sale transactions will be disclosed publicly through filings with the Securities and Exchange Commission, as required.

Rule 10b5-1 allows persons who may be considered insiders to adopt pre-arranged written plans for trading specified amounts of stock. Such a plan establishes predetermined trading parameters that, among other things, do not permit the person adopting the plan to exercise subsequent influence over how, when or whether to effect trades. Once a plan has been properly adopted, trades may be executed pursuant to the terms of the plan at times when the person would otherwise be restricted from trading. Trading plans are designed to allow persons to sell shares in an orderly fashion for asset diversification, liquidity, tax planning and other purposes when they might otherwise be restricted from doing so due to material, non-public information that they might possess at the time of the sale.

The Company does not undertake any obligation to report Rule 10b5-1 trading plans that may be adopted by any of its officers, directors or stockholders in the future, or to report any modifications or terminations of any publicly announced plan, except to the extent required by law.

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