UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 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) |
|
|
| August 27, 2015 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 698354107
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SCHEDULE 13G
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Page 2
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Falcon Edge Capital, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
11,620,900 shares of Common Stock (including 6,950,000 shares of Common Stock issuable upon exercise of options)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
11,620,900 shares of Common Stock (including 6,950,000 shares of Common Stock issuable upon exercise of options)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IA, PN
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CUSIP No. 698354107
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SCHEDULE 13G
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Page 3
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Falcon Edge Global Master Fund, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
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||
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6
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SHARED VOTING POWER
11,620,900 shares of Common Stock (including 6,950,000 shares of Common Stock issuable upon exercise of options)
|
|||
|
7
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SOLE DISPOSITIVE POWER
0
|
|||
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8
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SHARED DISPOSITIVE POWER
11,620,900 shares of Common Stock (including 6,950,000 shares of Common Stock issuable upon exercise of options)
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
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|||
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 698354107
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SCHEDULE 13G
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Page 4
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Richard Gerson
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
11,620,900 shares of Common Stock (including 6,950,000 shares of Common Stock issuable upon exercise of options)
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
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SHARED DISPOSITIVE POWER
11,620,900 shares of Common Stock (including 6,950,000 shares of Common Stock issuable upon exercise of options)
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
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|||
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 698354107
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SCHEDULE 13G
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Page 5
of 9 Pages
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| Item 1. | (a) Name of Issuer |
Pandora Media, Inc. (the "Issuer")
| (b) Address of Issuer’s Principal Executive Offices |
2101 Webster Street, Suite 1650
Oakland, CA 94612
| Item 2. | (a) Name of Person Filing. |
This statement is filed by:
(1) Falcon Edge Global Master Fund, LP ("FEG Master Fund"), with respect to the shares of Common Stock directly held by it;
(2) Falcon Edge Capital, LP ("FEC"), as investment manager of FEG Master Fund, with respect to the shares of Common Stock directly held by FEG Master Fund; and
(3) Richard Gerson, as the sole director of the Falcon Edge (Cayman) GP, Ltd, indirectly controlling FEC, with respect to the shares of Common Stock directly held by FEG Master Fund.
| (b) Address of Principal Business Office. |
The principal business office of Falcon Edge Capital, LP and Richard Gerson is 660 Madison Avenue, 19th Floor, New York, NY 10065, United States of America.
The principal business office of Falcon Edge Global Master Fund, LP is Ugland House, P.O. Box 309, Grand Cayman KY1-1104, Cayman Islands.
| (c) Place of Organization. |
Falcon Edge Capital, LP is a Delaware limited partnership. Falcon Edge Global Master Fund, LP is a Cayman Islands exempted limited partnership. Richard Gerson is a United States citizen
| (d) Title of Class of Securities. |
Common Stock, par value $0.0001 per share
| (e) CUSIP Number. |
698354107
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CUSIP No. 698354107
|
SCHEDULE 13G
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Page 6
of 9 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP
No. 698354107
|
SCHEDULE 13G
|
Page
7 of 9 Pages
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Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
The percentages set forth in this Schedule 13G are calculated based upon an aggregate of 212,280,921 shares of Common Stock reported to be outstanding as of July 22, 2015, as disclosed in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 filed on July 24, 2015.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 698354107
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SCHEDULE 13G
|
Page 8
of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: September 8, 2015
| FALCON EDGE CAPITAL, LP | |||
| By: | /s/ Richard Gerson | ||
| Name: | Richard Gerson | ||
| Title: | Chairman and CIO | ||
| FALCON EDGE GLOBAL MASTER FUND, LP | |||
| By: Falcon Edge Capital, LP, as its Investment Manager | |||
| By: | /s/ Richard Gerson | ||
| Name: | Richard Gerson | ||
| Title: | Chairman and CIO | ||
| By: | /s/ Richard Gerson | ||
| Name: | Richard Gerson | ||
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CUSIP No. 48138L107
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SCHEDULE 13G
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Page 9
of 9 Pages
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JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Date: September 8, 2015
| FALCON EDGE CAPITAL, LP | |||
| By: | /s/ Richard Gerson | ||
| Name: | Richard Gerson | ||
| Title: | Chairman and CIO | ||
| FALCON EDGE GLOBAL MASTER FUND, LP | |||
| By: Falcon Edge Capital, LP, as its Investment Manager | |||
| By: | /s/ Richard Gerson | ||
| Name: | Richard Gerson | ||
| Title: | Chairman and CIO | ||
| By: | /s/ Richard Gerson | ||
| Name: | Richard Gerson | ||