SEC Form 4 · accession 0001127602-19-003588
Pandora Media, LLC · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Gerbitz
Officer — Chief Operating Officer
Period of report
Feb 1, 2019
Accepted (ET)
Feb 1, 2019 · 8:56 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 | Feb 1, 2019 | D | 565,163 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock (Right To Purchase)F2 | $5.03 | Feb 1, 2019 | D | 124,000 | D | — | Mar 29, 2028 | Common Stock | 124,000 | 0 | 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 446,952 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 which have the same vesting schedule and settlement date as in effect as of immediately prior to the closing of the Transactions.
- 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, and have the same vesting schedule and exercise conditions as in effect as of immediately prior to the closing of the Transactions. On February 1, 2019, the effective date of the Transactions, Sirius XM Common Stock had a market price of $5.98 per share.