4//SEC Filing
Pandora Media, Inc. 4
Accession 0001127602-16-041984
CIK 0001230276operating
Filed
Feb 16, 7:00 PM ET
Accepted
Feb 17, 6:29 PM ET
Size
17.7 KB
Accession
0001127602-16-041984
Insider Transaction Report
Form 4
Herring Michael S
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
2016-02-12+5,646→ 138,021 total - Tax Payment
Common Stock
2016-02-12$8.00/sh−2,467$19,736→ 135,554 total - Tax Payment
Common Stock
2016-02-12$8.00/sh−194$1,552→ 135,360 total - Tax Payment
Common Stock
2016-02-12$8.00/sh−10,897$87,176→ 124,463 total - Award
Common Stock
2016-02-12$6.80/sh+1,303$8,860→ 125,766 total - Exercise/Conversion
Market Share Units
2016-02-12−5,646→ 71,354 total→ Common Stock (5,646 underlying)
Footnotes (7)
- [F1]Pursuant to the terms of the March 11, 2015 grant of market share units ("MSUs"), 5,646 shares of Pandora Media, Inc. ("Pandora") common stock ("Shares") were earned and vested on February 15, 2016, and 2,467 Shares were withheld at vesting to cover required tax withholding.
- [F2]Each MSU represents a contingent right to receive one Share.
- [F3]Pursuant to the terms of the March 3, 2014 RSU grant as reported on a Form 4 filed on March 5, 2014, 194 shares were withheld at vesting to cover required tax withholding.
- [F4]Pursuant to the terms of the March 11, 2015 RSU grant as reported on a Form 4 filed on March 13, 2015, 10,897 shares were withheld at vesting to cover required tax withholding.
- [F5]These shares were acquired under the Issuer's 2014 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
- [F6]Based on Pandora's annual relative total shareholder return compared to that of the Russell 2000 Index over the period beginning January 1, 2015 and ending on December 31, 2015, the reporting person earned 5,646 MSUs, or 22% of the MSUs eligible for vesting during such performance period.
- [F7]The MSUs vest in three annual installments, on February 15, 2016, February 15, 2017, and February 15, 2018, subject to the reporting person's continued service. The number of MSUs which may be earned at each installment is based on Pandora's annual relative total shareholder return compared to that of the Russell 2000 Index, over a period beginning January 1, 2015 and ending on December 31 of the year prior to the annual installment date. On each of the first two annual installments, depending on actual performance, the reporting person has the ability to earn up to one-third of the total number of MSUs granted; on the third annual installment, the reporting person has the ability to earn up to 200% of the total MSUs granted less any MSUs earned over the first two annual installments.
Issuer
Pandora Media, Inc.
CIK 0001230276
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001230276
Filing Metadata
- Form type
- 4
- Filed
- Feb 16, 7:00 PM ET
- Accepted
- Feb 17, 6:29 PM ET
- Size
- 17.7 KB