SEC Form 4 · accession 0000950103-15-002376
Pandora Media, LLC · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian P McAndrews
Officer — President, Chairman and CEO · Director
Period of report
Mar 26, 2015
Accepted (ET)
Mar 26, 2015 · 6:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001230276
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 26, 2015 | A | 255,000 | $0.00 | A | 730,392 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Share UnitsF2,F3 | — | Mar 26, 2015 | A | 255,000 | A | — | — | Common Stock | 255,000 | 255,000 | D |
Explanation of responses
- F1The RSU grant will vest over a total of four years with 25% vesting on 2/15/2016 and thereafter 1/16th of the total number of shares vesting quarterly.
- F2Each market share unit represents a contingent right to receive one share of Pandora Media, Inc. common stock.
- F3Represents the target number of market share units which may be earned over a three-year period based on Pandora's annual relative total shareholder return compared to that of the Russelll 2000 Index. The actual amount earned and eligible for vesting may be between 0 and 200% of this number, depending on actual performance.