4//SEC Filing
BENE STEPHEN G 4
Accession 0001127602-19-003586
CIK 0001230276other
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 8:54 PM ET
Size
9.0 KB
Accession
0001127602-19-003586
Insider Transaction Report
Form 4
Bene Stephen G
GENERAL COUNSEL AND SECRETARY
Transactions
- Disposition to Issuer
Common Stock
2019-02-01−570,018→ 0 total - Disposition to Issuer
Common Stock (Right To Purchase)
2019-02-01−97,000→ 0 totalExercise: $5.03Exp: 2028-03-29→ Common Stock (97,000 underlying)
Footnotes (2)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 23, 2018 among Pandora Media Inc., a Delaware corporation ("Pandora"), Sirius XM Holdings, Inc., a Delaware corporation ("Sirius XM"), and White Oaks Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Sirius XM, pursuant to which, through a series of transactions Pandora became an indirect wholly owned subsidiary of Sirius XM (the "Transactions"), and each share of Pandora common stock, par value $0.0001 per share ("Pandora Common Stock"), outstanding immediately prior to the consummation of the Transactions, was converted into the right to receive 1.44 shares (the "Exchange Ratio") of Sirius XM common stock, par value $0.0001 per share ("Sirius XM Common Stock"). On February 1, 2019, the effective date of the Transactions, Sirius XM Common Stock had a market price of $5.98 per share. Includes 404,994 restricted stock units that were assumed and converted into unvested restricted stock units of Sirius XM, with appropriate adjustments (based on the Exchange Ratio) to the number of shares of Sirius XM Common Stock to be received, and for which vesting will be accelerated on the effective date of the general release entered into by the Reporting Person and the Issuer.
- [F2]These options granted by Pandora under its stock incentive plans to purchase shares of Pandora Common Stock, whether vested or unvested, were disposed of pursuant to the Merger Agreement. Each option has been assumed and converted into options to purchase shares of Sirius XM Common Stock, with appropriate adjustments (based on the Exchange Ratio) to the exercise price and number of shares of Sirius XM Common Stock subject to such options. Vesting will be accelerated on the effective date of the general release entered into by the Reporting Person and the Issuer. On February 1, 2019, the effective date of the Transactions, Sirius XM Common Stock had a market price of $5.98 per share.
Documents
Issuer
Pandora Media, LLC
CIK 0001230276
Entity typeother
Related Parties
1- filerCIK 0001305823
Filing Metadata
- Form type
- 4
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 8:54 PM ET
- Size
- 9.0 KB