0001127602-19-003581.txt : 20190201 0001127602-19-003581.hdr.sgml : 20190201 20190201204907 ACCESSION NUMBER: 0001127602-19-003581 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190201 FILED AS OF DATE: 20190201 DATE AS OF CHANGE: 20190201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lynch Roger CENTRAL INDEX KEY: 0001476295 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35198 FILM NUMBER: 19561444 MAIL ADDRESS: STREET 1: PANDORA MEDIA, INC. STREET 2: 2101 WEBSTER STREET, SUITE 1650 CITY: OAKLAND STATE: CA ZIP: 94612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pandora Media, LLC CENTRAL INDEX KEY: 0001230276 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 943352630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2100 FRANKLIN STREET STREET 2: SUITE 700 CITY: OAKLAND STATE: CA ZIP: 94612 BUSINESS PHONE: (510) 451-4100 MAIL ADDRESS: STREET 1: 2100 FRANKLIN STREET STREET 2: SUITE 700 CITY: OAKLAND STATE: CA ZIP: 94612 FORMER COMPANY: FORMER CONFORMED NAME: Pandora Media, Inc. DATE OF NAME CHANGE: 20110207 FORMER COMPANY: FORMER CONFORMED NAME: PANDORA MEDIA INC DATE OF NAME CHANGE: 20051026 FORMER COMPANY: FORMER CONFORMED NAME: SAVAGE BEAST TECHNOLOGIES INC DATE OF NAME CHANGE: 20030501 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2019-02-01 1 0001230276 Pandora Media, LLC P 0001476295 Lynch Roger C/O PANDORA MEDIA, LLC 2100 FRANKLIN STREET, 7TH FLOOR OAKLAND CA 94612 1 1 CEO & President Common Stock 2019-02-01 4 D 0 697237 D 0 D Common Stock (Right To Purchase) 8.19 2019-02-01 4 D 0 1189155 D 2027-09-18 Common Stock 1189155 0 D Common Stock (Right To Purchase) 7.88 2019-02-01 4 D 0 200920 D 2028-06-29 Common Stock 200920 0 D Common Stock (Right To Purchase) 5.03 2019-02-01 4 D 0 1300000 D 2028-03-29 Common Stock 1300000 0 D Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 23, 2018 among Pandora Media Inc., a Delaware corporation ("Pandora"), Sirius XM Holdings, Inc., a Delaware corporation ("Sirius XM"), and White Oaks Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sirius XM, pursuant to which, through a series of transactions Pandora became an indirect wholly owned subsidiary of Sirius XM (the "Transactions"), and each share of Pandora common stock, par value $0.0001 per share ("Pandora Common Stock"), outstanding immediately prior to the consummation of the Transactions, was converted into the right to receive 1.44 shares (the "Exchange Ratio") of Sirius XM common stock, par value $0.0001 per share ("Sirius XM Common Stock"). On February 1, 2019, the effective date of the Transactions, Sirius XM Common Stock had a market price of $5.98 per share. Includes 437,014 restricted stock units that were assumed and converted into unvested restricted stock units of Sirius XM, with appropriate adjustments (based on the Exchange Ratio) to the number of shares of Sirius XM Common Stock to be received, and for which vesting will be accelerated on the effective date of the general release entered into by the Reporting Person and the Issuer. These options granted by Pandora under its stock incentive plans to purchase shares of Pandora Common Stock, whether vested or unvested, were disposed of pursuant to the Merger Agreement. Each option has been assumed and converted into options to purchase shares of Sirius XM Common Stock, with appropriate adjustments (based on the Exchange Ratio) to the exercise price and number of shares of Sirius XM Common Stock subject to such options. Vesting will be accelerated on the effective date of the general release entered into by the Reporting Person and the Issuer. On February 1, 2019, the effective date of the Transactions, Sirius XM Common Stock had a market price of $5.98 per share. /s/ Jeremy Liegl, Attorney-in-Fact 2019-02-01