Form of Class B Common Stock certificate of the Registrant


 Exhibit 4.1 
  


							
	CLASS B COMMON STOCK	  	 	  	 	  	CLASS B COMMON STOCK
				
	                  NUMBER	  	 	  	 	  	SHARES                  

  
 [DOLBY LABORATORIES,
INC. LOGO] 
  

									
	 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY
 CITY, NJ AND
 NEW YORK, NY
	 	 	 	 	 	 	  	 SEE REVERSE FOR
 CERTAIN DEFINITIONS


  
 DOLBY LABORATORIES,
INC. 
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  
 THIS CERTIFIES THAT 
  
  
 IS THE RECORD HOLDER OF 
  
 FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS B COMMON STOCK, $0.001 PAR VALUE, OF 
  
 DOLBY LABORATORIES, INC. 
  
 transferable on the books of the Corporation in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. 
  
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  
 Dated: 
  
 [DOLBY LABORATORIES, INC. SEAL] 
  

											
	    CHAIRMAN OF THE BOARD	 	 	 	 	  	 	  	COUNTERSIGNED AND REGISTERED:
	 	 	 	 	 	  	 	  	 	 	EQUISERVE TRUST COMPANY, N.A.
	                  SECRETARY	 	 	 	 	  	 	  	 	 	TRANSFER AGENT AND REGISTRAR
						
	 	 	 	 	 	  	 	  	BY	 	  


	 	 	 	 	 	  	 	  	 	 	AUTHORIZED OFFICER







 DOLBY LABORATORIES, INC. 
  
 The Corporation will furnish upon request and without charge to each stockholder the powers, designations, preferences and relative,
participating, optional and other special rights of each class of stock and series within a class of stock of the Corporation, as well as the qualifications, limitations and restrictions relating to those preferences and/or rights. A stockholder may
make the request to the Corporation or to the Transfer Agent and Registrar. 
  
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

													
	TEN COM	    	–	    	as tenants in common	  	 	 	UNIF GIFT MIN ACT	    	–	    	                        Custodian            
       
	 	    	 	    	 	  	 	 	 	    	 	    	(Cust)                                   (Minor)
	TEN ENT	    	–	    	as tenants by the entireties	  	 	 	 	    	 	    	under Uniform Gifts to Minors
	 	    	 	    	 	  	 	 	 	    	 	    	Act                                     
                
	JT TEN	    	–	    	as joint tenants with right of survivorship and not as tenants in common	  	 	 	 	    	 	    	(State)
	 	    	 	    	 	  	 	 	UNIF TRF MIN ACT	    	–	    	             Custodian (until age             )
	 	    	 	    	 	  	 	 	 	    	 	    	                 under Uniform Transfers
	 	    	 	    	 	  	 	 	 	    	 	    	  (Minor)
	 	    	 	    	 	  	 	 	 	    	 	    	To Minors Act                                 
    
	 	    	 	    	 	  	 	 	 	    	 	    	                                     
 (State)

  
 Additional
abbreviations may also be used though not in the above list. 
  
 FOR VALUE
RECEIVED,                                  hereby sell, assign and transfer
unto 
  

													
	 PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE
	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	 	  	 

  

	
	 

  
 (PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) 

	
	 
	 
	 

  
 Shares of the Class B Common Stock
represented by the within Certificate and do hereby irrevocably constitute and appoint 
  

	
	 







 Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the
premises. 
  

							
	DATED	 	X	 	 
				
	 	 	 	 	X	 	  


	 	 	 	 	 	 	NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST STRICTLY CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR AND WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
			
	SIGNATURE(S) GUARANTEED:	 	 	 	 
				
	BY	 	  

	 	 	 	 
	 	 	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.	 	 	 	 

  
 KEEP THIS CERTIFICATE IN A SAFE
PLACE. IF IT IS LOST, STOLEN, OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.