0000930413-19-000292.txt : 20190201 0000930413-19-000292.hdr.sgml : 20190201 20190201165525 ACCESSION NUMBER: 0000930413-19-000292 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: SIRIUS XM HOLDINGS INC. CENTRAL INDEX KEY: 0000908937 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35198 FILM NUMBER: 19560478 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 212-584-5100 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10104 FORMER NAME: FORMER CONFORMED NAME: SIRIUS XM RADIO INC. DATE OF NAME CHANGE: 20080805 FORMER NAME: FORMER CONFORMED NAME: SIRIUS SATELLITE RADIO INC DATE OF NAME CHANGE: 19991228 FORMER NAME: FORMER CONFORMED NAME: CD RADIO INC DATE OF NAME CHANGE: 19940203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORPORATION CENTRAL INDEX KEY: 0000869614 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35198 FILM NUMBER: 19560479 BUSINESS ADDRESS: STREET 1: 8101 EAST PRENTICE AVE SUITE 500 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037215400 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sirius XM Radio Inc. CENTRAL INDEX KEY: 0001592709 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35198 FILM NUMBER: 19560480 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-584-5159 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 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 ownership.xml X0306 4 2019-02-01 1 0001230276 Pandora Media, LLC [P] 0000908937 SIRIUS XM HOLDINGS INC. 1290 AVENUE OF THE AMERICAS 11TH FLOOR NEW YORK NY 10104 1 0 1 0 0000869614 LIBERTY MEDIA CORPORATION 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 0 1 0 0001592709 Sirius XM Radio Inc. 1290 AVENUE OF THE AMERICAS 11TH FLOOR NEW YORK NY 10104 1 0 1 0 Series A Convertible Preferred Stock 2019-02-01 4 D 0 480000 D Common Stock 48426718 0 I See footnotes The number of shares of common stock, having par value of $0.0001 per share (the "Common Stock"), of Pandora Media, Inc. (the "Issuer") deliverable upon conversion of each share of Series A Convertible Preferred Stock of the Issuer (the "Preferred Stock"), was equal to the then current liquidation value, plus accrued but unpaid dividends, divided by approximately $10.50, subject to customary anti-dilution adjustments. Any conversion of Preferred Stock could be settled by the Issuer, at its option, in shares of Common Stock, cash or any combination thereof. Holders of the Preferred Stock were entitled to a cumulative dividend at the rate of 6.0% per annum, payable quarterly in arrears, if and when declared, which, at the Issuer's option, was payable in cash or added to the liquidation value. Following September 22, 2020, the Issuer could have redeemed the Preferred Stock if certain conditions were met. On February 1, 2019, Sirius XM Holdings Inc. ("Sirius XM Holdings") acquired the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization entered into by and among the Issuer, Sirius XM Holdings, White Oaks Acquisition Corp., a wholly-owned subsidiary of Sirius XM Holdings, Sirius XM Radio Inc., a wholly-owned subsidiary of Sirius XM Holdings ("Sirius XM Radio"), Billboard Holding Company, Inc., a wholly-owned subsidiary of the Issuer, and Billboard Acquisition Sub, Inc., a wholly-owned subsidiary of Billboard Holding Company, Inc., dated as of September 23, 2018 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each outstanding share of Preferred Stock was canceled for no consideration. Reflects securities directly held by Sirius XM Radio. Sirius XM Holdings is the sole stockholder of Sirius XM Radio. After giving effect to the transactions contemplated by the Merger Agreement, Liberty Media Corporation beneficially owns, directly and indirectly, approximately 67% of the outstanding common stock of Sirius XM Holdings. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are or were the beneficial owners of any securities reported herein. /s/ Patrick L. Donnelly 2019-02-01 /s/ Patrick L. Donnelly 2019-02-01 /s/ Craig Troyer 2019-02-01