SEC Form 4 · accession 0001127602-16-041903
Pandora Media, LLC · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen G Bene
Officer — General Counsel & Secretary
Period of report
Feb 12, 2016
Accepted (ET)
Feb 17, 2016 · 5:20 pm EST
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,F2 | Feb 12, 2016 | M | 953 | — | A | 97,432 | D | |
| Common StockF1 | Feb 12, 2016 | F | 417 | $8.00 | D | 97,015 | D | |
| Common StockF3 | Feb 12, 2016 | F | 2,294 | $8.00 | D | 94,721 | D | |
| Common StockF4 | Feb 12, 2016 | F | 1,985 | $8.00 | D | 92,736 | D | |
| Common Stock | Feb 12, 2016 | A | 1,533 | $6.80 | A | 94,269 | 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 UnitsF6,F2,F7 | — | Feb 12, 2016 | M | 953 | D | — | — | Common Stock | 953 | 12,047 | D |
Explanation of responses
- F1Pursuant to the terms of the March 11, 2015 grant of market share units ("MSUs"), 953 shares of Pandora Media, Inc. ("Pandora") common stock ("Shares") were earned and vested on February 15, 2016, and 417 Shares were withheld at vesting to cover required tax withholding.
- F2Each MSU represents a contingent right to receive one Share.
- F3Pursuant to the terms of the October 20, 2014 RSU grant as reported on a Form 4 filed on October 21, 2014, 2,294 shares were withheld at vesting to cover required tax withholding.
- F4Pursuant to the terms of the March 11, 2015 RSU grant as reported on a Form 4 filed on March 13, 2015, 1,985 shares were withheld at vesting to cover required tax withholding.
- F5These shares were acquired under the Issuer's 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
- F6Based on Pandora's annual relative total shareholder return compared to that of the Russell 2000 Index over the period beginning January 1, 2015 and ending on December 31, 2015, the reporting person earned 953 MSUs, or 22% of the MSUs eligible for vesting during such performance period.
- F7The MSUs vest in three annual installments, on February 15, 2016, February 15, 2017, and February 15, 2018, subject to the reporting person's continued service. The number of MSUs which may be earned at each installment is based on Pandora's annual relative total shareholder return compared to that of the Russell 2000 Index, over a period beginning January 1, 2015 and ending on December 31 of the year prior to the annual installment date. On each of the first two annual installments, depending on actual performance, the reporting person has the ability to earn up to one-third of the total number of MSUs granted; on the third annual installment, the reporting person has the ability to earn up to 200% of the total MSUs granted less any MSUs earned over the first two annual installments.