Sec Form 4 Filing - SIRIUS XM HOLDINGS INC. @ Pandora Media, LLC - 2019-02-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SIRIUS XM HOLDINGS INC. 2. Issuer Name and Ticker or Trading Symbol Pandora Media, LLC [ [P]] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1290 AVENUE OF THE AMERICAS, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2019 (Street) NEW YORK, NY10104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 1 ) 02/01/2019 D( 2 ) 480,000 ( 1 ) ( 1 ) Common Stock 48,426,718 ( 1 ) ( 2 ) 0 I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SIRIUS XM HOLDINGS INC. 1290 AVENUE OF THE AMERICAS 11TH FLOOR NEW YORK, NY10104 X X LIBERTY MEDIA CORPORATION 12300 LIBERTY BOULEVARD ENGLEWOOD, CO80112 X X Sirius XM Radio Inc. 1290 AVENUE OF THE AMERICAS 11TH FLOOR NEW YORK, NY10104 X X Signatures /s/ Patrick L. Donnelly 02/01/2019 Signature of Reporting Person Date /s/ Patrick L. Donnelly 02/01/2019 Signature of Reporting Person Date /s/ Craig Troyer 02/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of shares of common stock, having par value of $0.0001 per share (the "Common Stock"), of Pandora Media, Inc. (the "Issuer") deliverable upon conversion of each share of Series A Convertible Preferred Stock of the Issuer (the "Preferred Stock"), was equal to the then current liquidation value, plus accrued but unpaid dividends, divided by approximately $10.50, subject to customary anti-dilution adjustments. Any conversion of Preferred Stock could be settled by the Issuer, at its option, in shares of Common Stock, cash or any combination thereof. Holders of the Preferred Stock were entitled to a cumulative dividend at the rate of 6.0% per annum, payable quarterly in arrears, if and when declared, which, at the Issuer's option, was payable in cash or added to the liquidation value. Following September 22, 2020, the Issuer could have redeemed the Preferred Stock if certain conditions were met. ( 2 )On February 1, 2019, Sirius XM Holdings Inc. ("Sirius XM Holdings") acquired the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization entered into by and among the Issuer, Sirius XM Holdings, White Oaks Acquisition Corp., a wholly-owned subsidiary of Sirius XM Holdings, Sirius XM Radio Inc., a wholly-owned subsidiary of Sirius XM Holdings ("Sirius XM Radio"), Billboard Holding Company, Inc., a wholly-owned subsidiary of the Issuer, and Billboard Acquisition Sub, Inc., a wholly-owned subsidiary of Billboard Holding Company, Inc., dated as of September 23, 2018 (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each outstanding share of Preferred Stock was canceled for no consideration. ( 3 )Reflects securities directly held by Sirius XM Radio. Sirius XM Holdings is the sole stockholder of Sirius XM Radio. After giving effect to the transactions contemplated by the Merger Agreement, Liberty Media Corporation beneficially owns, directly and indirectly, approximately 67% of the outstanding common stock of Sirius XM Holdings. ( 4 )Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are or were the beneficial owners of any securities reported herein.

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