P / Pandora Media, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

P / Pandora Media, Inc. / UBS Group AG - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pandora Media Inc (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 698354107 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

P / Pandora Media, Inc. / EMINENCE CAPITAL, LP - PANDORA MEDIA, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 4)* Under the Securities Exchange Act of 1934 Pandora Media, Inc. (currently known as Pandora Media, LLC) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 698354107 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropr

P / Pandora Media, Inc. 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35198 Pandora Media, LLC (as successor to Pandora Media, Inc.) (Exact na

P / Pandora Media, Inc. / VANGUARD GROUP INC Passive Investment

pandoramediainc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Pandora Media Inc Title of Class of Securities: Common Stock CUSIP Number: 698354107 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to

P / Pandora Media, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PANDORA MEDIA, LLC (as successor to Pandora Media, Inc.) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 698354107 (CUSIP Number) JANUARY 31, 2019 (Date of event which requires filing of this statement) Check the appropriate box to

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 5, 2019 (February 1, 2019) Pandora Media, LLC (as successor to Pandora Media, Inc.) (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (Stat

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 12, 2019, pursuant to the provisions of Rule 12d2-2 (a).

P / Pandora Media, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

P / Pandora Media, Inc. S-8 POS

S-8 POS 1 c92914s8pos.htm As filed with the Securities and Exchange Commission on February 1, 2019 Registration No. 333-229177 Registration No. 333-225529 Registration No. 333-223244 Registration No. 333-221287 Registration No. 333-216087 Registration No. 333-209609 Registration No. 333-208006 Registration No. 333-208005 Registration No. 333-202029 Registration No. 333-193612 Registration No. 333-

P / Pandora Media, Inc. S-8 POS

S-8 POS 1 c92918s8pos.htm As filed with the Securities and Exchange Commission on February 1, 2019 Registration No. 333-229177 Registration No. 333-225529 Registration No. 333-223244 Registration No. 333-221287 Registration No. 333-216087 Registration No. 333-209609 Registration No. 333-208006 Registration No. 333-208005 Registration No. 333-202029 Registration No. 333-193612 Registration No. 333-

P / Pandora Media, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

P / Pandora Media, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

P / Pandora Media, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

P / Pandora Media, Inc. S-8 POS

S-8 POS 1 c92922s8pos.htm As filed with the Securities and Exchange Commission on February 1, 2019 Registration No. 333-229177 Registration No. 333-225529 Registration No. 333-223244 Registration No. 333-221287 Registration No. 333-216087 Registration No. 333-209609 Registration No. 333-208006 Registration No. 333-208005 Registration No. 333-202029 Registration No. 333-193612 Registration No. 333-

P / Pandora Media, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

P / Pandora Media, Inc. S-8 POS

S-8 POS 1 c92921s8pos.htm As filed with the Securities and Exchange Commission on February 1, 2019 Registration No. 333-229177 Registration No. 333-225529 Registration No. 333-223244 Registration No. 333-221287 Registration No. 333-216087 Registration No. 333-209609 Registration No. 333-208006 Registration No. 333-208005 Registration No. 333-202029 Registration No. 333-193612 Registration No. 333-

P / Pandora Media, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

P / Pandora Media, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

P / Pandora Media, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

P / Pandora Media, Inc. S-8 POS

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

P / Pandora Media, Inc. POS AM

As filed with the Securities and Exchange Commission on February 1, 2019 Registration No.

P / Pandora Media, Inc. POSASR

POSASR 1 c92923posasr.htm As filed with the Securities and Exchange Commission on February 1, 2019 Registration No. 333-225175 Registration No. 333-223224 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-225175 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-223224 REGISTRATIO

P / Pandora Media, Inc. POSASR

POSASR 1 c92900posasr.htm As filed with the Securities and Exchange Commission on February 1, 2019 Registration No. 333-225175 Registration No. 333-223224 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-225175 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-223224 REGISTRATIO

Second Amended and Restated Certificate of Incorporation of Pandora Media, Inc.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PANDORA MEDIA, INC. FIRST: The name of the corporation (which is hereinafter referred to as the “Corporation”) is Pandora Media, Inc. SECOND: The address of the registered office of the Corporation in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 c929078k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 1, 2019 (January 31, 2019) Pandora Media, LLC (as successor to Pandora Media, Inc.) (Exact name of registrant as specified in its charter) Delaware 001-351

First Supplemental Indenture, dated as of January 31, 2019, between Pandora Media, Inc. and Citibank, N.A., as the trustee, relating to the 2023 Notes.

Exhibit 4.1 PANDORA MEDIA, INC. AND CITIBANK, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE January 31, 2019 1.75% Convertible Senior Notes Due 2023 FIRST SUPPLEMENTAL INDENTURE, dated as of January 31, 2019 (this “Supplemental Indenture”), between Pandora Media, Inc., a Delaware corporation (the “Company”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”), to the Ind

Amended and Restated Bylaws of Pandora Media, Inc.

Exhibit 3.2 PANDORA MEDIA, INC. AMENDED AND RESTATED BYLAWS ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Place of Meeting and Notice. Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine. Section 2. Annual and Special Meetings. Annual meetings of stockholders shall be held, at a date, tim

Second Supplemental Indenture, dated as of February 1, 2019, between Pandora Media, Inc., Billboard Holding Company, Inc. and Citibank, N.A., as the trustee, relating to the 2023 Notes.

Exhibit 4.4 PANDORA MEDIA, INC. BILLBOARD HOLDING COMPANY, INC. AND CITIBANK, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE February 1, 2019 1.75% Convertible Senior Notes Due 2023 SECOND SUPPLEMENTAL INDENTURE, dated as of February 1, 2019 (this “Supplemental Indenture”), among Pandora Media, Inc., a Delaware corporation (the “Company”), Billboard Holding Company, Inc., a Delaware corporation (“

Third Supplemental Indenture, dated as of February 1, 2019, between Pandora Media, LLC, Sirius XM Holdings, Inc. and Citibank, N.A., as the trustee, relating to the 2020 Notes.

Exhibit 4.3 PANDORA MEDIA, LLC SIRIUS XM HOLDINGS INC. AND CITIBANK, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE February 1, 2019 1.75% Convertible Senior Notes Due 2020 THIRD SUPPLEMENTAL INDENTURE, dated as of February 1, 2019 (this “Supplemental Indenture”), among Pandora Media, LLC (f/k/a Pandora Media, Inc.), a Delaware limited liability company (the “Company”), Sirius XM Holdings Inc., a D

Limited Liability Company Agreement of Pandora Media, LLC.

Exhibit 3.3 LIMITED LIABILITY COMPANY AGREEMENT OF PANDORA MEDIA, LLC This Limited Liability Company Agreement (this “Agreement”) of Pandora Media, LLC (the “Company”), dated as of February 1, 2019, is executed by Billboard Holding Company, Inc., as the sole member (the “Member”) of the Company. WHEREAS, on the date hereof, Pandora Media, Inc., a Delaware corporation (the “Corporation”), was conve

Second Supplemental Indenture, dated as of February 1, 2019, between Pandora Media, Inc., Billboard Holding Company and Citibank, N.A., as the trustee, relating to the 2020 Notes.

Exhibit 4.2 PANDORA MEDIA, INC. BILLBOARD HOLDING COMPANY, INC. AND CITIBANK, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE February 1, 2019 1.75% Convertible Senior Notes Due 2020 SECOND SUPPLEMENTAL INDENTURE, dated as of February 1, 2019 (this “Supplemental Indenture”), among Pandora Media, Inc., a Delaware corporation (the “Company”), Billboard Holding Company, Inc., a Delaware corporation (“

Third Supplemental Indenture, dated as of February 1, 2019, between Pandora Media, LLC, Sirius XM Holdings, Inc. and Citibank, N.A., as the trustee, relating to the 2023 Notes.

Exhibit 4.5 PANDORA MEDIA, LLC SIRIUS XM HOLDINGS INC. AND CITIBANK, N.A., as Trustee THIRD SUPPLEMENTAL INDENTURE February 1, 2019 1.75% Convertible Senior Notes Due 2023 THIRD SUPPLEMENTAL INDENTURE, dated as of February 1, 2019 (this “Supplemental Indenture”), among Pandora Media, LLC (f/k/a Pandora Media, Inc.), a Delaware limited liability company (the “Company”), Sirius XM Holdings Inc., a D

P / Pandora Media, Inc. / Sirius Xm Holdings Inc. Activist Investment

SC 13D/A 1 c92909sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pandora Media, LLC (as successor to Pandora Media, Inc.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 698354107 (CUSIP Number) Patrick L. Donnelly Executive Vice President, General

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2019 (January 25, 2019) Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorp

First Supplemental Indenture, dated as of January 25, 2019, between Pandora Media, Inc. and Citibank, N.A., as the trustee, relating to the 2020 Notes.

EX-4.1 Exhibit 4.1 PANDORA MEDIA, INC. AND CITIBANK, N.A., as Trustee FIRST SUPPLEMENTAL INDENTURE January 25, 2019 1.75% Convertible Senior Notes Due 2020 FIRST SUPPLEMENTAL INDENTURE, dated as of January 25, 2019 (this “Supplemental Indenture”), between Pandora Media, Inc., a Delaware corporation (the “Company”), and Citibank, N.A., a national banking association, as trustee (the “Trustee”), to

PANDORA STOCKHOLDERS APPROVE TRANSACTION WITH SIRIUS XM

EX-99.1 Exhibit 99.1 PANDORA STOCKHOLDERS APPROVE TRANSACTION WITH SIRIUS XM Oakland, Calif. — January 29, 2019 — Pandora Media, Inc. (NYSE: P) (“Pandora”) today announced that at a special meeting held earlier today stockholders of Pandora approved the acquisition of Pandora by Sirius XM Holdings Inc. (NASDAQ: SIRI) (“Sirius XM”). At the special meeting of Pandora stockholders, holders of approxi

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2019 (January 29, 2019) Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorp

P / Pandora Media, Inc. / ONTARIO TEACHERS PENSION PLAN BOARD Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Pandora Media Inc (Name of Issuer) Common Shares, par value $0.0001 (Title of Class of Securities) 698354107 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2019 (January 17, 2019) Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorp

P / Pandora Media, Inc. 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 18, 2019 (January 17, 2019) Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorp

P / Pandora Media, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo

P / Pandora Media, Inc. S-8

As filed with the Securities and Exchange Commission on January 9, 2019 Registration No.

SiriusXM Files Definitive Proxy Statement/Prospectus; Pandora Schedules Special Meeting of Stockholders to Vote on Merger Hart-Scott-Rodino Waiting Period Expires Transaction Expected to Close in Early 2019

EX-99.1 Exhibit 99.1 SiriusXM Files Definitive Proxy Statement/Prospectus; Pandora Schedules Special Meeting of Stockholders to Vote on Merger Hart-Scott-Rodino Waiting Period Expires Transaction Expected to Close in Early 2019 NEW YORK – December 24, 2018 – Sirius XM Holdings Inc. (NASDAQ: SIRI) today announced that a definitive proxy statement/prospectus has been filed with the Securities and Ex

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 21, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commissi

Press Release dated December 24, 2018.

EX-99.1 Exhibit 99.1 SiriusXM Files Definitive Proxy Statement/Prospectus; Pandora Schedules Special Meeting of Stockholders to Vote on Merger Hart-Scott-Rodino Waiting Period Expires Transaction Expected to Close in Early 2019 NEW YORK – December 24, 2018 – Sirius XM Holdings Inc. (NASDAQ: SIRI) today announced that a definitive proxy statement/prospectus has been filed with the Securities and Ex

P / Pandora Media, Inc. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 21, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission F

P / Pandora Media, Inc. DEFM14A

DEFM14A 1 c92185defm14a.htm Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission O

Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 19, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commissi

P / Pandora Media, Inc. 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 19, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commissi

SIRI / Sirius XM Holdings Inc. 425 (Prospectus)

425 1 c923798k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2018 (November 19, 2018) SIRIUS XM HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34295 38-3916511 (State or other J

PANDORA REPORTS Q3 2018 FINANCIAL RESULTS Year-Over-Year Revenue Growth Accelerates, Gross Margins Expand in Q3

Exhibit 99.1 PANDORA REPORTS Q3 2018 FINANCIAL RESULTS Year-Over-Year Revenue Growth Accelerates, Gross Margins Expand in Q3 • Q3 Revenue was $417.6 million, growing 16% year-over-year, excluding Australia and New Zealand & Ticketfly • Q3 Subscription revenue was $125.8 million, growing 49% year-over-year • Q3 Advertising revenue of $291.9 million, improved year-over-year growth • Ad RPM hit an al

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission Fi

Press Release dated November 5, 2018

Exhibit 99.1 PANDORA REPORTS Q3 2018 FINANCIAL RESULTS Year-Over-Year Revenue Growth Accelerates, Gross Margins Expand in Q3 • Q3 Revenue was $417.6 million, growing 16% year-over-year, excluding Australia and New Zealand & Ticketfly • Q3 Subscription revenue was $125.8 million, growing 49% year-over-year • Q3 Advertising revenue of $291.9 million, improved year-over-year growth • Ad RPM hit an al

P / Pandora Media, Inc. 8-K

DEFA14A 1 p-09302018x8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction

Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.01 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Roger Lynch, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fac

Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.02 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Naveen Chopra, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material f

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3519

Amendment No. 2 to Credit Agreement, dated as of December 29, 2017, by and among the Company and Pandora Media California, LLC, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association as joint lead arrangers and joint book runners, dated September 21, 2018

EX-10.02 3 p-ex1002xcreditagreeme.htm EXHIBIT 10.02 AMENDMENT NUMBER TWO TO CREDIT AGREEMENT THIS AMENDMENT NUMBER TWO TO CREDIT AGREEMENT (this “Amendment”), dated as of September 21, 2018, is entered into by and among PANDORA MEDIA, INC., a Delaware corporation (“Pandora”), the Subsidiaries of Pandora identified on the signature pages hereof as “Borrowers” (together with Pandora, each, a “Borrow

Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 8 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with this Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (the “Report”) for the purpose of complying with Rule 13a-14

Offer letter with Aimée Lapic, dated November 22, 2017

November 22, 2017 Aimée Lapic [email protected] Re: Employment Offer Dear Aimée: On behalf of Pandora Media, Inc. (the “Company”), we are pleased to offer you the position of Chief Marketing Officer. This letter agreement sets forth the terms and conditions of your employment with the Company (“Agreement”) if you accept and commence such employment. Please understand that this offer, if not ac

Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commissio

PANDORA ANNOUNCES COMPLETION OF “GO-SHOP” PROCESS Acquisition by SiriusXM remains on track, expected to close in Q1 2019

EX-99.1 Exhibit 99.1 PANDORA ANNOUNCES COMPLETION OF “GO-SHOP” PROCESS Acquisition by SiriusXM remains on track, expected to close in Q1 2019 OAKLAND, Calif. - October 24, 2018—Pandora (NYSE: P) today announced the completion of the “go-shop” process under the merger agreement with Sirius XM Holdings Inc. Pandora continues to expect the pending acquisition to close in the first quarter of 2019, su

Press Release dated October 24, 2018.

EX-99.1 Exhibit 99.1 PANDORA ANNOUNCES COMPLETION OF “GO-SHOP” PROCESS Acquisition by SiriusXM remains on track, expected to close in Q1 2019 OAKLAND, Calif. - October 24, 2018—Pandora (NYSE: P) today announced the completion of the “go-shop” process under the merger agreement with Sirius XM Holdings Inc. Pandora continues to expect the pending acquisition to close in the first quarter of 2019, su

P / Pandora Media, Inc. 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commissio

P / Pandora Media, Inc. DEFA14A

DEFA14A 1 d622281ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Prox

SIRI / Sirius XM Holdings Inc. 425 (Prospectus)

425 1 d628976d425.htm 425 Filed by Sirius XM Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pandora Media, Inc. SEC File No.: 001-35198 Date: September 25, 2018 This filing includes an infographic that will be posted on the SiriusXM website. TO BENEFIT FROM SIRIUSXM’S SCALE, IND

P / Pandora Media, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo

SIRI / Sirius XM Holdings Inc. 425 (Prospectus)

425 Filed by Sirius XM Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pandora Media, Inc. SEC File No.: 001-35198 Date: September 24, 2018 This filing includes a blog post from Sirius XM Holdings Inc.’s website.

SIRI / Sirius XM Holdings Inc. 425 (Prospectus)

425 1 d629119d425.htm 425 Filed by Sirius XM Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pandora Media, Inc. SEC File No.: 001-35198 Date: September 24, 2018 Talking Points • Thanks for reaching out regarding this exciting announcement. • To provide a brief overview of what w

SIRI / Sirius XM Holdings Inc. 425 (Prospectus)

425 1 d629006d425.htm 425 Filed by Sirius XM Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pandora Media, Inc. SEC File No.: 001-35198 Date: September 24, 2018 This filing includes various communications to Sirius XM Holdings Inc. employees. Subject: SiriusXM to Acquire Pandora

SIRI / Sirius XM Holdings Inc. 425 (Prospectus)

Filed by Sirius XM Holdings Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pandora Media, Inc. SEC File No.: 001-35198 Date: September 24, 2018 This filing includes a transcript of an investor call that was held on Monday, September 24, 2018. THOMSON REUTERS STREETEVENTS | www.streeteven

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission

Agreement and Plan of Merger and Reorganization dated as of September 23, 2018, by and among Sirius XM Holdings Inc., a Delaware corporation, White Oaks Acquisition Corp., a Delaware corporation, and Pandora Media, Inc., a Delaware corporation.

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among SIRIUS XM HOLDINGS INC., WHITE OAKS ACQUISITION CORP., and PANDORA MEDIA, INC. Dated as of September 23, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1. The Restructuring 1 Section 1.2. Closing 2 Section 1.3. Effective Time 2 Section 1.4. Effects of the Merger 3 Section 1.5. Organizational Do

SiriusXM to Acquire Pandora, Creating World’s Largest Audio Entertainment Company SiriusXM to Acquire Pandora in All-Stock Transaction Valuing Pandora at $3.5 Billion Both SiriusXM and Pandora Brands, Products, and Services to Continue Complementary

EX-99.1 Exhibit 99.1 SiriusXM to Acquire Pandora, Creating World’s Largest Audio Entertainment Company SiriusXM to Acquire Pandora in All-Stock Transaction Valuing Pandora at $3.5 Billion Both SiriusXM and Pandora Brands, Products, and Services to Continue Complementary Transaction Adds Largest U.S. Audio Streaming Platform to SiriusXM’s Strong in-Car Presence Pandora to Benefit from SiriusXM’s Sc

Joint Press Release dated September 24, 2018.

EX-99.1 Exhibit 99.1 SiriusXM to Acquire Pandora, Creating World’s Largest Audio Entertainment Company SiriusXM to Acquire Pandora in All-Stock Transaction Valuing Pandora at $3.5 Billion Both SiriusXM and Pandora Brands, Products, and Services to Continue Complementary Transaction Adds Largest U.S. Audio Streaming Platform to SiriusXM’s Strong in-Car Presence Pandora to Benefit from SiriusXM’s Sc

Agreement and Plan of Merger and Reorganization dated as of September 23, 2018, by and among Sirius XM Holdings Inc., a Delaware corporation, White Oaks Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent, and Pandora Media, Inc., a Delaware corporation.

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among SIRIUS XM HOLDINGS INC., WHITE OAKS ACQUISITION CORP., and PANDORA MEDIA, INC. Dated as of September 23, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.1. The Restructuring 1 Section 1.2. Closing 2 Section 1.3. Effective Time 2 Section 1.4. Effects of the Merger 3 Section 1.5. Organizational Do

P / Pandora Media, Inc. 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 23, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commiss

P / Pandora Media, Inc. / Sirius Xm Radio Inc. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pandora Media, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 698354107 (CUSIP Number) Patrick L. Donnelly Executive Vice President, General Counsel and Secretary Sirius XM Radio Inc. 1290 Avenue o

P / Pandora Media, Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission File

PANDORA REPORTS Q2 2018 FINANCIAL RESULTS

Exhibit 99.1 PANDORA REPORTS Q2 2018 FINANCIAL RESULTS Stronger Year-On-Year Trends in Advertising and Subscription Businesses Drove Double Digit Revenue Growth • Total Q2 Revenue was $384.8 million, growing 12% year-over-year excluding Australia, New Zealand & Ticketfly, exceeding top-end of guidance • Q2 Subscription revenue was $113.7 million, growing 67% year-over-year excluding Australia, New

Form of Employee Inducement Grant Agreement

PANDORA MEDIA, INC. EMPLOYEE INDUCEMENT GRANT NOTICE OF RESTRICTED STOCK UNIT GRANT [Participant Name] You have been granted a number of restricted stock units (the “RSUs”), each representing one share of Common Stock of Pandora Media, Inc. (the “Company”) (the “Shares”), as follows: Date of Grant: [Grant Date] Total Number of RSUs Granted: [Number of Shares Granted] Grant Number: [Client Grant ID

Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.02 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Naveen Chopra, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material f

Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 8 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with this Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (the “Report”) for the purpose of complying with Rule 13a-14(b) o

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35198 Pan

Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.01 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Roger Lynch, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fac

Submission of Matters to a Vote of Security Holders

8-K/A 1 p-5242018x8xkxa.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or o

2014 Stock Incentive Plan of AdsWizz Inc. (incorporated by reference to Exhibit 99.1 filed with the Form S-8 of Pandora Media, Inc. (File No. 333-225529) filed with the Commission on June 8, 2018).

EX-99.1 4 ex991-2014stockincentivepl.htm EXHIBIT 99.1 2014 STOCK INCENTIVE PLAN OF ADSWIZZ INC. i TABLE OF CONTENTS PAGE 1.Purpose 1 2.Eligibility 1 3.Administration and Delegation 1 (a)Administration by the Board 1 (b)Appointment of Committees 1 4.Stock Available for Awards 2 (a)Number of Shares 2 (b)Substitute Awards 2 5.Stock Options 2 (a)General 2 (b)Incentive Stock Options 2 (c)Exercise Price

Amendment to the 2014 Stock Incentive Plan of AdsWizz Inc.

AMENDMENT TO THE 2014 STOCK INCENTIVE PLAN OF ADSWIZZ INC. WHEREAS, AdsWizz Inc. (“AdsWizz”) previously adopted and maintained the 2014 Stock Incentive Plan (the “Plan”); WHEREAS, on May 25, 2018, Almaden Acquisition Sub, Inc., a wholly-owned subsidiary of Pandora Media, Inc. (“Pandora”) was merged with and into AdsWizz (the “Merger”), with AdsWizz surviving as a wholly-owned subsidiary of Pandora

P / Pandora Media, Inc. S-8

S-8 1 p-6818xsx8.htm S-8 As filed with the Securities and Exchange Commission on June 8, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization)

Indenture, dated as of June 1, 2018, between the Company and Citibank, N.A., as Trustee

EX-4.1 Exhibit 4.1 PANDORA MEDIA, INC. AND CITIBANK, N.A., as Trustee INDENTURE Dated as of June 1, 2018 1.75% Convertible Senior Notes due 2023 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 12 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 12 Section 2.02. Form of Note

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 d600093d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2018 Pandora Media, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35198 94-3352630 (State or Other Jurisdiction of Incorporatio

P / Pandora Media, Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission File N

Pandora Prices Convertible Note Exchange Transactions • Transaction extends maturity of $192.9 million aggregate principal amount of senior convertible notes from 2020 to 2023. • Initial conversion rate of new issued notes set at 104.4768 shares of c

EX-99.2 Exhibit 99.2 Pandora Prices Convertible Note Exchange Transactions • Transaction extends maturity of $192.9 million aggregate principal amount of senior convertible notes from 2020 to 2023. • Initial conversion rate of new issued notes set at 104.4768 shares of common stock per $1,000 note; equivalent to approximately $9.57 per share of common stock. • 6,373,275 borrowed shares of Pandora

Pandora Announces Convertible Note Exchange Transactions • Transaction extends maturity of $192.9 million aggregate principal amount of senior convertible notes from 2020 to 2023 • Approximately 6,373,275 borrowed shares of Pandora common stock to be

EX-99.1 4 d596192dex991.htm EX-99.1 Exhibit 99.1 Pandora Announces Convertible Note Exchange Transactions • Transaction extends maturity of $192.9 million aggregate principal amount of senior convertible notes from 2020 to 2023 • Approximately 6,373,275 borrowed shares of Pandora common stock to be sold short in registered offering to facilitate hedging transactions related to the exchange. OAKLAN

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d596192d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2018 Pandora Media, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-35198 94-3352630 (State or Other Jurisdiction of Incorporatio

Underwriting Agreement, dated as of May 24, 2018, by and between the Company and Morgan Stanley & Co. LLC.

EX-1.1 Exhibit 1.1 6,373,275 Shares PANDORA MEDIA, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT May 24, 2018 May 24, 2018 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Pandora Media, Inc., a Delaware corporation (the “Company”) is entering into this Agreement with Morgan Stanley & Co., as representative o

Calculation of Registration Fee CALCULATION OF REGISTRATION FEE Title of each class of securities offered Amount to be registered Proposed maximum offering price per share Proposed maximum aggregate offering price Amount of registration fee(1) Common

424B7 1 d591674d424b7.htm 424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-225175 Calculation of Registration Fee CALCULATION OF REGISTRATION FEE Title of each class of securities offered Amount to be registered Proposed maximum offering price per share Proposed maximum aggregate offering price Amount of registration fee(1) Common Stock, par value $0.0001 per share 6,3

SUBJECT TO COMPLETION DATED MAY 24, 2018

Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-225175 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to b

Amended and Restated Bylaws

EX-3.02 3 p-5242018x8xkxexhibitx302x.htm EXHIBIT 3.02 Exhibit 3.02 AMENDED AND RESTATED BYLAWS OF PANDORA MEDIA, INC. * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Pandora Media, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such othe

P / Pandora Media, Inc. S-3ASR

S-3ASR 1 d594301ds3asr.htm S-3ASR Table of Contents As filed with the U.S. Securities and Exchange Commission on May 24, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANDORA MEDIA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 94-3352630 (State or Other Juri

P / Pandora Media, Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission File N

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

Exhibit 3.01 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PANDORA MEDIA, INC. Pursuant to the provisions of § 242 of the General Corporation Law of the State of Delaware Pandora Media, Inc., a corporation organized under the laws of the State of Delaware (the “Corporation”), does hereby certify that: FIRST: The present name of the corporation is Pandora Medi

Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 8 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with this Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (the “Report”) for the purpose of complying with Rule 13a-14(b)

Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.01 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Roger Lynch, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fac

Amendment No. 2 to Membership Interest Purchase Agreement, dated as of June 9, 2017 by and among Eventbrite, Inc., Pandora Media, Inc., and Ticketfly, LLC, dated March 30, 2018

Exhibit 10.03 AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT AMENDMENT NO. 2, dated as of March 30, 2018 (this "Amendment"), to the Membership Interest Purchase Agreement, dated as of June 9, 2017, as amended (the "Agreement"), by and among Eventbrite, Inc., a Delaware corporation ("Buyer"), Pandora Media, Inc., a Delaware corporation ("Seller") and Ticketfly, LLC, a Delaware limited li

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35198 Pa

Amendment No. 1 to Credit Agreement, dated as of December 29, 2017, by and among the Company and Pandora Media California, LLC, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association as joint lead arrangers and joint book runners, dated February 8, 2018

EX-10.01 2 p-ex100120180331xq1.htm EXHIBIT 10.01 Exhibit 10.01 AMENDMENT NUMBER ONE TO CREDIT AGREEMENT THIS AMENDMENT NUMBER ONE TO CREDIT AGREEMENT (this “Amendment”), dated as of February 6, 2018, is entered into by and among Pandora Media, Inc., a Delaware corporation (“Pandora”), the Subsidiaries of Pandora identified on the signature pages hereof as “Borrowers”, (each, a “Borrower” and indiv

2018 Corporate Incentive Plan

EX-10.02 3 p-ex100220180331xq1.htm EXHIBIT 10.02 Exhibit 10.02 Pandora Media Corporate Incentive Plan for Fiscal Year Ending December 31, 2018 The Pandora Media, Inc. (“Pandora”) Corporate Incentive Plan for the fiscal year ending December 31, 2018 (the “Plan”) is designed to reward eligible employees for their efforts toward the accomplishment of Pandora’s goals during the Plan Year. For purposes

Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.02 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Naveen Chopra, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material f

PANDORA REPORTS Q1 2018 FINANCIAL RESULTS Year-Over-Year Revenue Growth Accelerated in Q1

Exhibit 99.1 PANDORA REPORTS Q1 2018 FINANCIAL RESULTS Year-Over-Year Revenue Growth Accelerated in Q1 • Q1 Revenue was $319.2 million, growing 12% year-over-year excluding ANZ & Ticketfly • Q1 Subscription revenue was $104.7 million, growing 63% year-over-year excluding ANZ & Ticketfly • Ad RPM hit an all-time Q1 high of $55.52, growing 9% year-over-year • Total subscribers were 5.63 million, gro

Results of Operations and Financial Condition

8-K 1 p-03312018x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2018 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorp

P / Pandora Media, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

P / Pandora Media, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

P / Pandora Media, Inc. PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

P / Pandora Media, Inc. S-8

S-8 1 p-22618xsx8.htm S-8 As filed with the Securities and Exchange Commission on February 26, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organiza

P / Pandora Media, Inc. S-3ASR

S-3ASR 1 p-11217xsx3asr.htm S-3ASR As filed with the U.S. Securities and Exchange Commission on November 2, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANDORA MEDIA, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporatio

P / Pandora Media, Inc. RW

February 26, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.02 Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 I, Naveen Chopra, certify that: 1. I have reviewed this Annual Report on Form 10-K of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35198 Pandora Media, Inc. (Exac

Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with this Annual Report on Form 10-K for the year ended December 31, 2017 (the “Report”) for the purpose of complying with Rule 13a-14(b) or

Form of Retention Restricted Stock Unit Agreement under the 2011 Equity Incentive Plan

Exhibit 10.14 PANDORA MEDIA, INC. 2011 Equity Incentive Plan NOTICE OF RESTRICTED STOCK UNIT GRANT [Participant Name] You have been granted the number of restricted stock units (the “RSUs”), each representing one share of Common Stock of Pandora Media, Inc. (the “Company”) (the “Shares”), as follows: Date of Grant: [Grant Date] Total Number of RSUs Granted: [Number of Shares Granted] Grant Number:

Amended and Restated Bylaws

EX-3.03 2 p-ex30320171231xbylaws.htm EXHIBIT 3.03 Exhibit 3.03 AMENDED AND RESTATED BYLAWS OF PANDORA MEDIA, INC. * * * * * ARTICLE 1 OFFICES Section 1.01. Registered Office. The registered office of Pandora Media, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 1.02. Other Offices. The Corporation may also have offices at such other pl

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-175378) pertaining to the 2000 Stock Incentive Plan, 2004 Stock Plan, and 2011 Equity Incentive Plan of Pandora Media, Inc., (2) Registration Statement (Form S-8 No. 333-182212)

Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.01 Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 I, Roger Lynch, certify that: 1. I have reviewed this Annual Report on Form 10-K of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

Credit Agreement, by and among the Company and Pandora Media California, LLC, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and Wells Fargo Bank, National Association as joint lead arrangers and joint book runners, dated as of December 29, 2017

EX-10.42 4 p-ex104220171231xcredi.htm EXHIBIT 10.42 Exhibit 10.42 CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. AND MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers, WELLS FARGO BANK, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A. AND MORGAN STANLEY SENIOR FUNDING, INC.,

PANDORA REPORTS Q4 2017 FINANCIAL RESULTS Ad RPM Reaches an All-Time High; Subscription Revenue Grows 63%

Exhibit Exhibit 99.1 PANDORA REPORTS Q4 2017 FINANCIAL RESULTS Ad RPM Reaches an All-Time High; Subscription Revenue Grows 63% ? Q4 Revenue excluding Australia, New Zealand & Ticketfly was $395.3 million, growing 7% year-over-year ? Ad RPM hits an all-time high of $75.65 in Q4 2017, growing 12% year-over-year ? Q4 Subscription revenue was $97.7 million, growing 63% year-over-year ? Total subscribe

P / Pandora Media, Inc. 8-K (Current Report)

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SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Pandora Media, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 698354107 (CUSIP Number) Patrick L. Donnelly Executive Vice President, General Counsel and Secretary Sirius XM Radio Inc. 1290 Avenue of the Americas Ne

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* PANDORA MEDIA, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 698354107 (CUSIP Number) Keith Meister Patrick J. Dooley, Esq. Corvex Management LP 667 Madison Avenue New York, NY 10065 (212) 474-6700 Jeffrey L. Kochia

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Document Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Stephen Ben?, Jeremy Liegl, Sara Domeier, and Nathan Francis 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

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Pandora Media DEF 14A

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PANDORA ANNOUNCES SENIOR LEADERSHIP TRANSITION AND APPOINTS NEW BOARD MEMBER Board Initiates CEO Search Following Tim Westergren Decision to Step Down; CFO Naveen Chopra Named Interim CEO Company Adds Jason Hirschhorn to Board of Directors

EX-99.1 2 ex991-pressrelease.htm EXHIBIT 99.1 PANDORA ANNOUNCES SENIOR LEADERSHIP TRANSITION AND APPOINTS NEW BOARD MEMBER Board Initiates CEO Search Following Tim Westergren Decision to Step Down; CFO Naveen Chopra Named Interim CEO Company Adds Jason Hirschhorn to Board of Directors OAKLAND, Calif., June 27, 2017 - Pandora (NYSE: P) today announced that Tim Westergren has decided to step down fr

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 p-06x27x2017x8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of i

First Amendment to Investment Agreement, dated as of June 8, 2017, by and between Pandora Media, Inc. and KKR Classic Investors L.P.

Execution Version FIRST AMENDMENT TO INVESTMENT AGREEMENT THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT (this “Amendment”) is entered into as of June 8, 2017, by and among Pandora Media, Inc.

SiriusXM to Make $480 Million Strategic Investment in Pandora Investment to Provide Pandora Capital to Unlock Full Value

SiriusXM to Make $480 Million Strategic Investment in Pandora Investment to Provide Pandora Capital to Unlock Full Value NEW YORK and OAKLAND, Calif.

Investment Agreement, dated as of June 9, 2017, by and between Pandora Media, Inc. and Sirius XM Radio Inc.

Execution Version INVESTMENT AGREEMENT by and between PANDORA MEDIA, INC., and SIRIUS XM RADIO INC. Dated as of June 9, 2017 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II PURCHASE AND SALE 10 Section 2.01 Purchase and Sale 10 Section 2.02 Initial Closing 10 Section 2.03 Additional Closing 10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 11 Section

Membership Interest Purchase Agreement, dated as of June 9, 2017 by and among Eventbrite, Inc., Pandora Media, Inc., and Ticketfly, LLC

EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVENTBRITE, INC.

Registration Rights Agreement, dated as of June 9, 2017, by and between Pandora Media, Inc. and Sirius XM Radio Inc.

Execution Version REGISTRATION RIGHTS AGREEMENT by and among PANDORA MEDIA, INC. and EACH OF THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of June 9, 2017 TABLE OF CONTENTS PAGE ARTICLE I Resale Shelf Registration Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 1 Section 1.3 Subsequent Shelf Registration Statement 2 Section 1.4 Supplements and Amend

Pandora Strengthens Balance Sheet and Sharpens Focus on Core Priorities Announces strategic investment from SiriusXM and sale of Ticketfly; Strategic Review Complete

Pandora Strengthens Balance Sheet and Sharpens Focus on Core Priorities Announces strategic investment from SiriusXM and sale of Ticketfly; Strategic Review Complete June 09, 2017 09:20 AM Eastern Daylight Time OAKLAND, Calif.

Notice of Termination, dated as of June 9, 2017

June 9, 2017 By E-Mail KKR Classic Investors L.P. c/o KKR Credit Advisors (US) LLC 555 California Street, 50th Floor San Francisco, CA 94104 Attention: General Counsel Facsimile (415) 391-3077 Email: [email protected] RE: NOTICE OF TERMINATION OF INVESTMENT AGREEMENT Ladies and Gentlemen: Reference is hereby made to the Investment Agreement, dated as of May 8, 2017, by and among Pandora Media

Eventbrite Enters into Agreement with Pandora to Acquire Ticketfly Leading global event technology platform joining forces with music ticketing pioneer Ticketfly to deliver superior technology, ticketing and marketing services to live music market

Eventbrite Enters into Agreement with Pandora to Acquire Ticketfly Leading global event technology platform joining forces with music ticketing pioneer Ticketfly to deliver superior technology, ticketing and marketing services to live music market SAN FRANCISCO, CA-(Marketwired - June 09, 2017) - Eventbrite, the world's leading ticketing and event technology platform which powers nearly three million events each year, has entered into an agreement with Pandora (NYSE: P) to acquire Ticketfly, a leading ticketing platform focused on music promoters and venues, for $200 million.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2017 Pandora Media, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission File N

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock

Execution Version PANDORA MEDIA, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Steve Bené, does hereby certify that: 1. He is the General Counsel and Corporate Secretary of Pandora Media, Inc., a Delaware corporation (the “Company”). 2. The Company is au

Pandora Media PRE 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission File N

Pandora Announces New Governance Measures And Confirms Ongoing Strategic Review

Exhibit Pandora Announces New Governance Measures And Confirms Ongoing Strategic Review Pandora (NYSE: P) announced today that, in addition to the Company?s agreement for a $150 million investment in the Company by KKR announced separately, and with the support of its major stockholders, the Company is implementing certain governance changes.

Pandora Announces $150 Million Investment by KKR

EX-99.1 3 a991kkrpressrelease.htm EXHIBIT 99.1 Pandora Announces $150 Million Investment by KKR OAKLAND, Calif. - May 8, 2017 - Pandora (NYSE: P) today announced it has entered into an agreement for a $150 million strategic investment from KKR. In connection with the investment, Richard Sarnoff, KKR’s Head of Media & Communications Private Equity investing in the Americas, will join Pandora’s Boar

Investment Agreement dated as of May 8, 2017, by and among Pandora Media, Inc., KKR Classic Investors LLC and the other purchasers listed on the signature pages thereto

EX-10.1 2 a101classicinvestmentagree.htm EXHIBIT 10.1 INVESTMENT AGREEMENT by and among PANDORA MEDIA, INC., KKR CLASSIC INVESTORS LLC and THE OTHER PURCHASERS HERETO Dated as of May 8, 2017 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 ARTICLE II PURCHASE AND SALE 11 Section 2.01 Purchase and Sale 11 Section 2.02 Initial Closing 11 Section 2.03 Additional Closings 12 A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 p-05x12x2017x8xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of inc

P / Pandora Media, Inc. / Point72 Asset Management, L.P. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PANDORA MEDIA, INC. (Name of Issuer) Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 698354107 (CUSIP Number) May 10, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

JOINT FILING AGREEMENT

EX-99.1 2 p20962838b.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behal

Offer Letter with Naveen Chopra, dated February 27, 2017

February 24, 2017 Naveen Chopra Re: Employment Offer Dear Naveen: On behalf of Pandora Media, Inc.

Certification of the Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.02 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Naveen Chopra, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material f

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35198 Pa

Twelfth Amendment to Lease between CIM/Oakland Center 21, LP and Pandora Media, Inc., dated January 11, 2017

TWELFTH AMENDMENT TO LEASE THIS TWELFTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of January 11, 2017, by and between CIM/OAKLAND CENTER 21, LP, a Delaware limited partnership (“Landlord”), and PANDORA MEDIA, INC.

2017 Corporate Incentive Plan

EX-10.02 3 p-ex100220170331xq1xcip.htm EXHIBIT 10.02 Pandora Media Corporate Incentive Plan for Fiscal Year Ending December 31, 2017 The Pandora Media, Inc. (“Pandora”) Corporate Incentive Plan for the fiscal year ending December 31, 2017 (the “Plan”) is designed to reward eligible employees for their efforts toward the accomplishment of Pandora’s goals during the Plan Year. For purposes of the Pl

Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to 8 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with this Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (the “Report”) for the purpose of complying with Rule 13a-14(b)

Certification of the Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.01 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tim Westergren, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material

Severance and Release Agreement between Sara Clemens and Pandora Media, Inc., dated January 12, 2017

EX-10.03 4 p-ex100320170331xq1xcleme.htm EXHIBIT 10.03 SEVERANCE AND RELEASE AGREEMENT This SEVERANCE AND RELEASE AGREEMENT (“Agreement”) is made this day of January 12, 2017 (the “Agreement Date”) by and between Sara Clemens (“Executive”) and Pandora Media, Inc. (the “Company”). WHEREAS, Executive has been employed with the Company pursuant to an offer letter dated January 20, 2014, (the “Offer L

Offer Letter with David Gerbitz, dated June 3, 2014

June 3, 2014 David Gerbitz Re: Employment Offer Dear David: On behalf of Pandora Media, Inc.

PANDORA REPORTS Q1 2017 FINANCIAL RESULTS Subscription Growth Re-accelerates, Growing Approximately 20% Year-Over-Year

EX-99.1 2 p-ex99120170331xq1.htm EXHIBIT 99.1 Exhibit 99.1 PANDORA REPORTS Q1 2017 FINANCIAL RESULTS Subscription Growth Re-accelerates, Growing Approximately 20% Year-Over-Year • Total subscribers increased to 4.71 million in Q1 2017 from 3.93 million in Q1 2016, growing approximately 20% year-over-year • 1.3 million trial starts across subscription tiers since the Premium launch to select listen

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission File Nu

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission File

Certificate of Amendment to the Amended and Restated Bylaws

EX-3.1 2 p-04x27x2017x8xkxex31xbyla.htm BYLAW AMENDMENT Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF PANDORA MEDIA, INC. * * * * * The undersigned, Secretary of Pandora Media, Inc., a Delaware Corporation (the “Corporation”), hereby represents that, in accordance with Article 6, Section 6.06 of the Amended and Restated Bylaws (the “Bylaws”) of the Corporation effectiv

Annual Report - 10-K/A PART III INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35198 Pando

Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Exhibit 31.04 Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 I, Naveen Chopra, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Pandora Media, Inc. for the year ended December 31, 2016; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a materi

Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Exhibit 31.03 Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 I, Tim Westergren, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Pandora Media, Inc. for the year ended December 31, 2016; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a mater

Certificate of Amendment to the Amended and Restated Bylaws

EX-3.1 2 p-04142017xex31xbylawamend.htm BYLAW AMENDMENT Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF PANDORA MEDIA, INC. * * * * * The undersigned, Secretary of Pandora Media, Inc., a Delaware Corporation (the “Corporation”), hereby represents that, in accordance with Article 6, Section 6.06 of the Amended and Restated Bylaws (the “Bylaws”) of the Corporation effectiv

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commis

Certificate of Amendment to the Amended and Restated Bylaws

Exhibit Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF PANDORA MEDIA, INC. * * * * * The undersigned, Secretary of Pandora Media, Inc., a Delaware Corporation (the ?Corporation?), hereby represents that, in accordance with Article 6, Section 6.06 of the Amended and Restated Bylaws (the ?Bylaws?) of the Corporation effective as of June 20, 2011, and as amended on July 21

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission File

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission File

Certificate of Amendment to the Amended and Restated Bylaws

Exhibit Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF PANDORA MEDIA, INC. * * * * * The undersigned, Secretary of Pandora Media, Inc., a Delaware Corporation (the ?Corporation?), hereby represents that, in accordance with Article 6, Section 6.06 of the Amended and Restated Bylaws (the ?Bylaws?) of the Corporation effective as of June 20, 2011, and as amended on July 21

Certificate of Amendment to the Amended and Restated Bylaws

EX-3.1 2 ex31-bylawamendment.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF PANDORA MEDIA, INC. * * * * * The undersigned, Secretary of Pandora Media, Inc., a Delaware Corporation (the “Corporation”), hereby represents that, in accordance with Article 6, Section 6.06 of the Amended and Restated Bylaws (the “Bylaws”) of the Corporation effective as of Jun

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of incorporation) (Commission File

POWER OF ATTORNEY

Preview | Exhibit EXHIBIT 24.1 POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Stephen Ben?, Jeremy Liegl, Nathan Francis, 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

Pandora Appoints Naveen Chopra as Chief Financial Officer

Exhibit Exhibit 99.1 Pandora Appoints Naveen Chopra as Chief Financial Officer OAKLAND, Calif.-February 27, 2017 - Pandora (NYSE:P) today announced that Naveen Chopra has joined the company as chief financial officer, effective February 28, 2017. Chopra will be responsible for Pandora?s finance, corporate development and strategy, investor relations, facilities and CIO functions and will report to

PANDORA MEDIA INC. EXECUTIVE SEVERANCE AND CHANGE OF CONTROL POLICY Amended and Restated as of February 23, 2017

EX-10.1 2 ex101-severancepolicy.htm EXHIBIT 10.1 Exhibit 10.1 PANDORA MEDIA INC. EXECUTIVE SEVERANCE AND CHANGE OF CONTROL POLICY Amended and Restated as of February 23, 2017 Section 1. Introduction. (a) The purpose of this Executive Severance and Change of Control Plan (the “Policy”) is to specify the compensation and benefits payable in connection with certain termination events for Eligible Off

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 p-227178xk.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2017 Pandora Media, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35198 94-3352630 (State or other jurisdiction of inc

Pandora Media S-8

Document As filed with the Securities and Exchange Commission on February 15, 2017 Registration No.

Amendment No. 1 to the 2011 Equity Incentive Plan

Exhibit Exhibit 99.2 AMENDMENT NUMBER ONE TO THE PANDORA MEDIA, INC. 2011 EQUITY INCENTIVE PLAN WHEREAS , Pandora Media, Inc., a Delaware corporation (the ? Company ?), maintains the Pandora Media, Inc. 2011 Equity Incentive Plan (the ? Plan ?); WHEREAS, pursuant to Section 14(a) of the Plan, the Board of Directors of the Company (the ?Board?) has the authority to amend the Plan as it shall deem a

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35198 Pandora Media, Inc. (Exac

Amended and Restated 2016 Corporate Incentive Plan

EXHIBIT 10.19A Pandora Media Corporate Incentive Plan for Fiscal Year Ending December 31, 2016 (As amended and restated on October 27, 2016 by the Compensation Committee of Pandora’s Board of Directors) The Pandora Media, Inc. (“Pandora”) Corporate Incentive Plan for the fiscal year ending December 31, 2016 (the “Plan”) is designed to reward eligible employees for their efforts toward the accompli

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

Exhibit 23.01 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-175378) pertaining to the 2000 Stock Incentive Plan, 2004 Stock Plan, and 2011 Equity Incentive Plan of Pandora Media, Inc., (2) Registration Statement (Form S-8 No. 333-182212)

Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Exhibit 31.01 Certification of Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 I, Tim Westergren, certify that: 1. I have reviewed this Annual Report on Form 10-K of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of

Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Exhibit 31.02 Certification of Principal Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 I, Michael S. Herring, certify that: 1. I have reviewed this Annual Report on Form 10-K of Pandora Media, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

P / Pandora Media, Inc. / Corvex Management LP Activist Investment

SC 13D/A 1 formsc13da-pandora.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* PANDORA MEDIA, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 698354107 (CUSIP Number) Keith Meister Patrick J. Dooley, Esq. Corvex Management LP 667 Madison Avenue New York, NY 1006

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002

Exhibit 32.01 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with this Annual Report on Form 10-K for the year ended December 31, 2016 (the “Report”) for the purpose of complying with Rule 13a-14(b) or

POWER OF ATTORNEY

Power of Attorney EXHIBIT 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, THAT: The undersigned, Waddell & Reed Financial, Inc.

EXHIBIT 2

Identification and Classification of the Subsidiary Which Acquired the Security EXHIBIT 2 Waddell & Reed Investment Management Company - Tax ID No. 48-1106973 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 Ivy Investment Management Company - Tax ID No. 03-0481447 Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940

P / Pandora Media, Inc. / EMINENCE CAPITAL, LP - PANDORA MEDIA, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 Pandora Media, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 698354107 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant