X0206 3 2017-09-22 0 0001230276 Pandora Media, Inc. P 0000908937 SIRIUS XM HOLDINGS INC. 1290 AVENUE OF THE AMERICAS, 11TH FL. NEW YORK NY 10104 1 0 1 0 0001560385 Liberty Media Corp 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 0 1 0 0001592709 Sirius XM Radio Inc. 1290 AVENUE OF THE AMERICAS, 11TH FL. NEW YORK NY 10104 1 0 1 0 Series A Convertible Preferred Stock 10.50 Common Stock 46004397 I See footnotes The number of shares of common stock, having par value of $0.0001 per share (the "Common Stock"), of Pandora Media, Inc. (the "Issuer") deliverable upon conversion of each share of Series A Convertible Preferred Stock of the Issuer (the "Preferred Stock"), is equal to the then current liquidation value, plus accrued but unpaid dividends, divided by approximately $10.50, subject to customary anti-dilution adjustments. Any conversion of Preferred Stock may be settled by the Issuer, at its option, in shares of Common Stock, cash or any combination thereof. Holders of the Preferred Stock are entitled to a cumulative dividend at the rate of 6.0% per annum, payable quarterly in arrears, if and when declared, which, at the Issuer's option, is payable in cash or added to the liquidation value. Following September 22, 2020, the Issuer may redeem the Preferred Stock if certain conditions are met. Reflects securities directly held by Sirius XM Radio Inc. ("Sirius XM Radio"). Sirius XM Holdings Inc. ("Sirius XM Holdings") is the sole stockholder of Sirius XM Radio. Liberty Media Corporation beneficially owns, directly and indirectly, approximately 68% of the outstanding common stock of Sirius XM Holdings. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Sirius XM Radio Inc., By: /s/ Patrick L. Donnelly, Name: Patrick L. Donnelly, Title: Executive Vice President, General Counsel and Secretary 2017-10-02 Sirius XM Holdings Inc., By: /s/ Patrick L. Donnelly, Name: Patrick L. Donnelly, Title: Executive Vice President, General Counsel and Secretary 2017-10-02 Liberty Media Corporation, By: /s/ Craig Troyer, Name: Craig Troyer, Title: Senior Vice President 2017-10-02