SEC Form 4 · accession 0001127602-16-049479
Pandora Media, LLC · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Douglas Martin
Officer — Chief Technology Officer
Period of report
Apr 15, 2016
Accepted (ET)
Apr 19, 2016 · 4:17 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 | Apr 15, 2016 | A | 175,000 | $0.00 | A | 356,371 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF2,F3 | — | Apr 15, 2016 | A | 175,000 | A | — | — | Common Stock | 175,000 | 175,000 | D |
Explanation of responses
- F125% of the RSUs vest on 2/15/2017 and thereafter 1/16th of the RSUs vest quarterly.
- F2Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of Pandora Media, Inc. ("Pandora") common stock.
- F325% of the PSUs will vest on 2/15/2017 and thereafter 1/16th of the PSUs will vest quarterly, but only if the 90-day trailing average of Pandora's common stock price equals or exceeds $20.00 (the "Target") on a given vesting date. If the Target is not met on a given vesting date, then the shares scheduled to vest as of such date will remain unvested until the next vesting date on which the Target has been met. Any shares that remained unvested as of the final vesting date will be cancelled by Pandora and forfeited.