SEC Form 4 · accession 0001127602-19-003581

Pandora Media, LLC · P

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Roger Lynch

Officer — CEO & President · Director

Period of report

Feb 1, 2019

Accepted (ET)

Feb 1, 2019 · 8:49 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 Stock^F1	Feb 1, 2019	D	697,237	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Common Stock (Right To Purchase)^F2	$8.19	Feb 1, 2019	D	1,189,155	D	—	Sep 18, 2027	Common Stock	1,189,155	D
Common Stock (Right To Purchase)^F2	$7.88	Feb 1, 2019	D	200,920	D	—	Jun 29, 2028	Common Stock	200,920	D
Common Stock (Right To Purchase)^F2	$5.03	Feb 1, 2019	D	1,300,000	D	—	Mar 29, 2028	Common Stock	1,300,000	D

Explanation of responses

F1Disposed 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.
F2These 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.