0001127602-19-003588.txt : 20190201
0001127602-19-003588.hdr.sgml : 20190201
20190201205622
ACCESSION NUMBER: 0001127602-19-003588
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190201
FILED AS OF DATE: 20190201
DATE AS OF CHANGE: 20190201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GERBITZ DAVID
CENTRAL INDEX KEY: 0001664391
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35198
FILM NUMBER: 19561451
MAIL ADDRESS:
STREET 1: 2101 WEBSTER STREET #1650
CITY: OAKLAND
STATE: CA
ZIP: 94612
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Pandora Media, LLC
CENTRAL INDEX KEY: 0001230276
STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832]
IRS NUMBER: 943352630
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2100 FRANKLIN STREET
STREET 2: SUITE 700
CITY: OAKLAND
STATE: CA
ZIP: 94612
BUSINESS PHONE: (510) 451-4100
MAIL ADDRESS:
STREET 1: 2100 FRANKLIN STREET
STREET 2: SUITE 700
CITY: OAKLAND
STATE: CA
ZIP: 94612
FORMER COMPANY:
FORMER CONFORMED NAME: Pandora Media, Inc.
DATE OF NAME CHANGE: 20110207
FORMER COMPANY:
FORMER CONFORMED NAME: PANDORA MEDIA INC
DATE OF NAME CHANGE: 20051026
FORMER COMPANY:
FORMER CONFORMED NAME: SAVAGE BEAST TECHNOLOGIES INC
DATE OF NAME CHANGE: 20030501
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2019-02-01
1
0001230276
Pandora Media, LLC
P
0001664391
GERBITZ DAVID
C/O PANDORA MEDIA, LLC
2100 FRANKLIN STREET, 7TH FLOOR
OAKLAND
CA
94612
1
Chief Operating Officer
Common Stock
2019-02-01
4
D
0
565163
D
0
D
Common Stock (Right To Purchase)
5.03
2019-02-01
4
D
0
124000
D
2028-03-29
Common Stock
124000
0
D
Disposed 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.
These 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.
/s/ Jeremy Liegl, Attorney-in-Fact
2019-02-01