0001140361-16-048553.txt : 20160125 0001140361-16-048553.hdr.sgml : 20160125 20160125160500 ACCESSION NUMBER: 0001140361-16-048553 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160114 FILED AS OF DATE: 20160125 DATE AS OF CHANGE: 20160125 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pandora Media, Inc. 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: 2101 WEBSTER STREET STREET 2: SUITE 1650 CITY: OAKLAND STATE: CA ZIP: 94612 BUSINESS PHONE: (510) 451-4100 MAIL ADDRESS: STREET 1: 2101 WEBSTER STREET STREET 2: SUITE 1650 CITY: OAKLAND STATE: CA ZIP: 94612 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GERBITZ DAVID CENTRAL INDEX KEY: 0001664391 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35198 FILM NUMBER: 161358891 MAIL ADDRESS: STREET 1: 2101 WEBSTER STREET #1650 CITY: OAKLAND STATE: CA ZIP: 94612 3 1 doc1.xml FORM 3 X0206 3 2016-01-14 0 0001230276 Pandora Media, Inc. P 0001664391 GERBITZ DAVID C/O PANDORA MEDIA, INC. 2101 WEBSTER STREET, #1650 OAKLAND CA 94612 0 1 0 0 EVP Revenue Operations Common Stock 126972 D Market Share Units Common Stock 64000 D Common Stock (Right to Buy) 27.83 2024-07-07 Common Stock 65000 D This amount includes 6,909 shares of common stock and 120,063 unvested restricted stock units, which include the remaining unvested shares in the following grants: (i) 35,000 restricted stock units that vest over a total of four years, with 25% vesting on 8/15/2015 and thereafter 1/16th of the total number of shares vesting quarterly, pursuant to the terms of the July 7, 2014 RSU grant, and (ii) 96,000 restricted stock units that vest over a total of four years, with 25% vesting on 2/15/2016 and thereafter 1/16th of the total number of shares vesting quarterly, pursuant to the terms of the March 11, 2015 RSU grant. Pursuant to the terms of the March 11, 2015 MSU grant, represents the target number of market share units which may be earned over a three-year period based on Pandora's annual relative total shareholder return compared to that of the Russell 2000 Index. The actual amount earned and eligible for vesting may be between 0 and 200% of this number, depending on actual performance. Each market share unit represents a contingent right to receive one share of Pandora Media, Inc. common stock. Pursuant to the terms of the July 7, 2014 grant, the option grant vests and becomes exercisable with respect to 25% of the total number of shares on 7/7/2015 and thereafter 1/48th of the total number of shares vesting monthly. Exhibit 24.1 - Power of Attorney /s/ Jeremy Liegl, attorney-in-fact 2016-01-25 EX-24.1 2 efc16-083_ex241.htm
POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and appoints each of Stephen Bene, Jeremy Liegl and Sara Domeier, as the undersigned's true and lawful attorneys -in -fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder of Pandora Media, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys--in--fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys--in--fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys--in--fact may approve in the discretion of any of such attorneys--in--fact.
The undersigned hereby grants to each such attorney--in--fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys--in--fact, or the substitute or substitutes of any of such attorneys--in--fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys--in--fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys--in--fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19 January 2016.
Signature: /s/ David Gerbitz
Print Name: David Gerbitz