`
`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
`New York, New York 10104
`Tel: (212) 584-5100
`
`Richard N. Baer, Esq.
`Chief Legal Officer
`Liberty Media Corporation
`12300 Liberty Boulevard
`Englewood, CO 80112
`Tel: (720) 875-5400
`(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
`
`September 22, 2017
`(Date of Event which Requires filing of this Statement)
`
`If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
`13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
`
`Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
`13d-7(b) for other parties to whom copies are to be sent.
`
`*
`
`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 disclosures provided in a prior
`cover page.
`
`The information required on 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).
`
`Fraunhofer Ex 2003-1
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`
`
`Fraunhofer Ex 2003-2
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
`
`
`
`
`
`
`
`
`
`
`
`
`11
`
`12
`
`13
`
`14
`
`
`
`
`
`
`
`
`
`SOLE VOTING POWER
`
`46,079,164
`SHARED VOTING POWER
`
` 0
`
`SOLE DISPOSITIVE POWER
`
`46,079,164
`SHARED DISPOSITIVE POWER
`
` 0
`
` 7
`
`
`
`
`
`
`
`
`
`
`
`
`
` 8
`
` 9
`
`10
`
`NUMBER OF
`SHARES
`BENEFICIALLY
`OWNED BY
`EACH
`REPORTING
`PERSON
`WITH
`
`
`
`NAMES OF REPORTING PERSONS
`
`Sirius XM Radio Inc.
`CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
`
`(a) ☐ (b) ☐
`SEC USE ONLY
`
`SOURCE OF FUNDS
`
`OO
`Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
`
` ☐
`CITIZENSHIP OR PLACE OF ORGANIZATION
`
`Delaware
`
`
`
`AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
`
`46,079,164
`CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
`
` ☐
`PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
`
`15.96%
`TYPE OF REPORTING PERSON
`
`CO
`
`Fraunhofer Ex 2003-3
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
` 1
`
`NAMES OF REPORTING PERSONS
`
`Sirius XM Holdings Inc.
`CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
`(a) ☐ (b) ☐
`SEC USE ONLY
`
`SOURCE OF FUNDS
`
`OO
`Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
`☐
`CITIZENSHIP OR PLACE OF ORGANIZATION
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
`Delaware
`
`NUMBER OF
`SHARES
`BENEFICIALLY
`OWNED BY
`EACH
`REPORTING
`PERSON
`WITH
`
` 7
`
`SOLE VOTING POWER
`
`
`
` 8
`
`
`
`46,079,164
`SHARED VOTING POWER
`
`
`
`0
`SOLE DISPOSITIVE POWER
`
` 9
`
`
`
`46,079,164
`SHARED DISPOSITIVE POWER
`
`10
`
`11
`
`12
`
`13
`
`14
`
`0
`
`AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
`
`46,079,164
`CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
`☐
`PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
`
`15.96%
`TYPE OF REPORTING PERSON
`
`CO
`
`Fraunhofer Ex 2003-4
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
` 1
`
` 2
`
` 3
`
` 4
`
` 5
`
` 6
`
`
`
`
`
`
`
`
`
`
`
`
`
`11
`
`12
`
`13
`
`14
`
`
`
`
`
`
`
`
`
`SOLE VOTING POWER
`
`46,079,164
`SHARED VOTING POWER
`
` 0
`
`SOLE DISPOSITIVE POWER
`
`46,079,164
`SHARED DISPOSITIVE POWER
`
` 0
`
` 7
`
`
`
`
`
`
`
`
`
`
`
`
`
` 8
`
` 9
`
`10
`
`NUMBER OF
`SHARES
`BENEFICIALLY
`OWNED BY
`EACH
`REPORTING
`PERSON
`WITH
`
`
`
`NAMES OF REPORTING PERSONS
`
`Liberty Media Corporation
`CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
`
`(a) ☐ (b) ☐
`SEC USE ONLY
`
`SOURCE OF FUNDS
`
`OO
`Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
`
` ☐
`CITIZENSHIP OR PLACE OF ORGANIZATION
`
`Delaware
`
`
`
`AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
`
`46,079,164
`CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
`
` ☐
`PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
`
`15.96%
`TYPE OF REPORTING PERSON
`
`CO
`
`Fraunhofer Ex 2003-5
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`Security and Issuer
`Item 1.
`This statement on Schedule 13D (“Schedule 13D”) relates to the shares of common stock, par value $0.0001 per share (the
`“Common Stock”) of Pandora Media, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 2101
`Webster Street, Suite 1650, Oakland, California 94612.
`
`Identity and Background
`Item 2.
`This statement is being filed by Sirius XM Radio Inc., a Delaware corporation (“Sirius XM Radio”), Sirius XM Holdings Inc., a
`Delaware corporation (“Sirius XM Holdings”), and Liberty Media Corporation, a Delaware corporation (“Liberty”) (each a “Reporting
`Person” and, collectively, the “Reporting Persons”).
`
`The principal business address of each of Sirius XM Radio and Sirius XM Holdings is 1290 Avenue of the Americas, 11th Floor,
`New York, New York 10104. The principal business address of Liberty is 12300 Liberty Boulevard, Englewood, Colorado 80112.
`
`The principal business of Sirius XM Radio is providing satellite and internet radio services. The principal business of Sirius XM
`Holdings is serving as a holding company for Sirius XM Radio. The principal business of Liberty is owning a broad range of media,
`communications and entertainment businesses and investments. Liberty currently owns approximately 68% of the outstanding common
`stock of Sirius XM Holdings and therefore may be deemed to be the beneficial owner of the Common Stock owned by Sirius XM
`Radio.
`
`Attached as Schedule I and incorporated herein by reference is information regarding each director and executive officer of the
`Reporting Persons, as applicable.
`
`During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other
`persons listed on Schedule I attached hereto, (i) have been convicted in a criminal proceeding (excluding traffic violations or similar
`misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
`such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
`activities subject to, federal or state securities laws or finding any violation with respect to such laws.
`
`Source and Amount of Funds or Other Consideration.
`Item 3.
`The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 3. The payment of the purchase price
`by Sirius XM Radio was funded by cash on hand and drawings by it on its revolving credit facility.
`
`Fraunhofer Ex 2003-6
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`Purpose of Transaction.
`Item 4.
`The information in Item 6 of this Schedule 13D is incorporated herein by reference.
`
`The Reporting Persons intend to review the investment on a continuing basis. The Reporting Persons may communicate with the
`board of directors of the Issuer (the “Board”), members of management and/or other stockholders of the Issuer from time to time with a
`view to enhancing stockholder value. Subject to the agreements described herein, the Reporting Persons may seek to sell or otherwise
`dispose of some or all of the Issuer’s securities from time to time, and/or may seek to acquire additional securities of the Issuer (which
`may include rights or securities exercisable or convertible into securities of the Issuer) from time to time, in each case, in open market
`or private transactions or otherwise. Subject to the agreements described herein, any transaction that any of the Reporting Persons may
`pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without
`limitation, the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer and its business generally,
`the Issuer’s business and the Issuer’s prospects, other investment and business opportunities available to such Reporting Persons,
`general industry and economic conditions, the securities markets in general, tax considerations, changes in law and government
`regulations, general economic conditions, and other factors deemed relevant by such Reporting Persons.
`
`Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or
`would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the
`agreements described herein, the Reporting Persons, at any time and from time to time, may review, reconsider and change their
`position and/or change their purpose and/or develop such plans and may seek to influence management or the board of directors of the
`Issuer with respect to the business and affairs of the Issuer and may from time to time consider pursuing or proposing such matters with
`advisors, the Issuer or other persons.
`
`Item 5.
`(a)-(b)
`Calculations of the percentage of shares of Common Stock beneficially owned assumes that there are a total of 242,621,114
`shares of Common Stock outstanding as of July 27, 2017, as reported in the Issuer’s Form 10-Q filed on August 1, 2017, and takes into
`account the number of shares of Common Stock underlying the Series A Preferred Stock (as defined below) held by the Reporting
`Persons.
`
`Interest in Securities of the Issuer
`
`The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons and, for each
`Reporting Person, the number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to
`vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are
`set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
`
`Fraunhofer Ex 2003-7
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`As of the date hereof, Sirius XM Radio directly holds 480,000 shares of Series A Preferred Stock that are convertible into
`46,079,164 shares of Common Stock (taking into account accrued but unpaid dividends), or at the option of the Issuer, cash. Sirius XM
`Holdings is the sole stockholder of Sirius XM Radio. Liberty beneficially owns, directly and indirectly, approximately 68% of the
`outstanding common stock of Sirius XM Holdings.
`
`Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the
`Reporting Persons is the beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the
`Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose, and such beneficial ownership is expressly
`disclaimed. The filing of this Schedule 13D should not be construed to be an admission that the Reporting Persons are members of a
`“group” for purposes of Sections 13(d) and 13(g) of the Act.
`(c) Except as set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any
`other person named in Schedule I, has engaged in any transaction during the past 60 days in any shares of Common Stock. On
`September 22, 2017, each of Gregory B. Maffei, James E. Meyer and David J. Frear received a director grant from the Issuer of 16,007
`restricted stock units, which will vest on the earlier of June 1, 2018 or the date of the Issuer’s 2018 annual stockholders meeting.
`(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to
`direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons
`identified in this Item 5.
`(e) Not applicable.
`
`Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
`Item 6.
`Investment Agreement
`The Issuer entered into an Investment Agreement, dated as of June 9, 2017 (the “Investment Agreement”), by and between the
`Issuer and Sirius XM Radio relating to the issuance and sale to Sirius XM Radio of 480,000 shares of the Issuer’s Series A Convertible
`Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $480 million, or
`$1,000 per share. In accordance with the Investment Agreement, Sirius XM Radio purchased (i) 172,500 shares of Series A Preferred
`Stock on June 9, 2017 for $172,500,000 (the “Initial Closing”) and (ii) the remaining 307,500 shares on September 22, 2017 for
`$307,500,000 (the “Additional Closing”), following the satisfaction of certain customary closing conditions, including, among others,
`obtaining clearance under the Hart-Scott-Rodino Antitrust Improvements Act, as amended.
`
`Pursuant to the Investment Agreement, the Issuer agreed to elect three individuals designated by Sirius XM Radio to the Board
`from and after the Additional Closing. Sirius XM Radio’s right to designate directors to the Board will fall away once Sirius XM Radio
`and its affiliates fail to beneficially own shares of Series A Preferred Stock and/or Common Stock issued upon conversion of Series A
`Preferred Stock equal to (on an as-converted basis) at least 50% of the number of shares of Common Stock issuable upon conversion of
`the Series A Preferred Stock
`
`Fraunhofer Ex 2003-8
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`purchased by Sirius XM Radio under the Investment Agreement at the Initial Closing and the Additional Closing (the “Fall-Away of
`Sirius’ Board Rights”). Following the earlier to occur of (i) September 22, 2019, the second anniversary of the Additional Closing and
`(ii) the date on which Sirius XM Radio and its affiliates fail to beneficially own shares of Series A Preferred Stock and/or Common
`Stock that were issued upon conversion of Series A Preferred Stock equal to (on an as-converted basis) at least 75% of the number of
`shares of Common Stock issuable upon conversion of the Series A Preferred Stock purchased by Sirius XM Radio under the
`Investment Agreement at the Initial Closing and the Additional Closing, Sirius XM Radio will have the right to designate only two
`directors.
`
`Until the Fall-Away of Sirius’ Board Rights, the Issuer has agreed under the Investment Agreement to include the Sirius XM
`Radio designees in the Issuer’s slate of director nominees at the Issuer’s annual meetings, to be elected by the holders of the Series A
`Preferred Stock voting as a separate class.
`
`Immediately following the Additional Closing, the Issuer elected the following three designees by Sirius XM Radio to the Board:
`(i) David J. Frear and James E. Meyer were elected to serve as Class II directors until the Issuer’s 2019 annual stockholders meeting,
`and (ii) Gregory B. Maffei was elected as a Class III director to serve until the Issuer’s 2020 annual stockholders meeting and to serve
`as Chairman of the Board.
`
`Sirius XM Radio and its affiliates are subject to certain standstill restrictions, including, among other things, that Sirius XM Radio
`and its affiliates will be restricted from acquiring additional securities or substantially all of the assets of the Issuer for eighteen months
`after the Initial Closing Date. Sirius XM Radio and its affiliates also may not make, encourage or participate in the solicitation of
`proxies to vote the Issuer’s securities until the later of (i) the second anniversary of the Additional Closing or (ii) the date on which all
`of Sirius XM Radio’s designees have resigned from and are no longer serving on the Board. Finally, Sirius XM Radio and its affiliates
`may not seek to control or influence management or the Board (other than though their director designees in their capacity as directors)
`or take certain actions with respect to any merger, consolidation, business combination or similar transactions involving the Issuer,
`other than confidential proposals to the Board that are not reasonably expected to require public disclosure by the Issuer, until the
`second anniversary of the Additional Closing.
`
`Except as set forth in the Investment Agreement, until the earlier of (i) the date that is eighteen months after the Initial Closing
`and (ii) the occurrence of a Fundamental Change (as defined in the Investment Agreement), Sirius XM Radio may not transfer Series A
`Preferred Stock (or Common Stock issued upon conversion of the Series A Preferred Stock) other than to a permitted transferee or sell
`such securities short or otherwise hedge such securities, pursuant to the terms of the Investment Agreement.
`
`Except as set forth in the Investment Agreement, until the Fall-Away of Sirius’ Board Rights, if the Issuer proposes to issue
`equity securities of any kind, Sirius XM Radio will have the right to participate in such transaction, pursuant to the terms of the
`Investment Agreement.
`
`Fraunhofer Ex 2003-9
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`Certificate of Designation
`On June 9, 2017, the Issuer filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences,
`Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”). The Certificate of Designation
`became effective upon filing.
`
`As described further in the Certificate of Designation, the Series A Preferred Stock ranks senior to the Common Stock with
`respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation,
`dissolution or winding up of the affairs of the Issuer. The Series A Preferred Stock has a liquidation preference of $1,000 per share.
`Holders of Series A Preferred Stock are entitled to a cumulative dividend at the rate of 6.0% per annum, payable quarterly in arrears, if
`and when declared.
`
`The Series A Preferred Stock is convertible at the option of the holders at any time into shares of Common Stock at an initial
`conversion price of $10.50 per share of Common Stock and an initial conversion rate of 95.2381 shares of Common Stock per share of
`Series A Preferred Stock, subject to certain customary anti-dilution adjustments. Any conversion of Series A Preferred Stock may be
`settled by the Issuer, at its option, in shares of Common Stock, cash or any combination thereof. However, unless and until the Issuer’s
`shareholders have approved the issuance of greater than 19.99% of the outstanding Common Stock, as required by the New York Stock
`Exchange’s listing requirements (“Shareholder Approval”), the Series A Preferred Stock may not be converted into more than 19.99%
`of the Issuer’s outstanding Common Stock as of the date of the Initial Closing.
`
`At any time the Series A Preferred Stock would be, but for the 19.99% cap, convertible into a number of shares of Common
`Stock exceeding 19.99% of the Common Stock outstanding on the date of the Initial Closing, Sirius XM Radio may require the Issuer
`to hold a meeting of the Issuer’s shareholders for the purpose of obtaining the Shareholder Approval. The Issuer must hold the
`shareholder meeting within 120 days following written request and must use commercially reasonable efforts to obtain Shareholder
`Approval. If Shareholder Approval is not obtained at such meeting, Sirius XM Radio has the right to require the Issuer to use its
`commercially reasonable efforts to obtain Shareholder Approval at any subsequent annual meeting of the Issuer until Shareholder
`Approval is obtained.
`
`Sirius XM Radio is entitled to vote its Series A Preferred Stock as a single class with the holders of Common Stock on an
`as-converted basis (up to a maximum of 19.99% of the Common Stock outstanding on the date of the Initial Closing, unless the
`Shareholder Approval has been received). Sirius XM Radio is entitled to a separate class vote with respect to, among other things,
`certain amendments to the Issuer’s organizational documents, issuances by the Issuer of securities that are senior to, or equal in priority
`with, the Series A Preferred Stock and the incurrence of certain indebtedness by the Issuer.
`
`Upon certain change of control events involving the Issuer, the Issuer is required to repurchase all of the Series A Preferred Stock
`at a price equal to the greater of (1) an amount in cash equal to 100% of the liquidation preference thereof plus all accrued but unpaid
`dividends through the fifth anniversary of the Initial Closing (assuming such shares of Series A Preferred Stock remain outstanding
`through such date) and (2) the consideration the holders would have received if they had converted their shares of Series A Preferred
`Stock into Common Stock immediately prior to the change of control event (disregarding the 19.99% cap).
`
`Fraunhofer Ex 2003-10
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`On any date after the fifth anniversary of the Additional Closing, Sirius XM Radio may require the Issuer to redeem all or any
`portion of the Series A Preferred Stock at 100% of the liquidation preference thereof plus all accrued but unpaid dividends for, at the
`election of the Issuer, cash, shares of Common Stock or a combination thereof, provided that prior to receipt of Shareholder Approval,
`the Issuer may not settle the redemption for shares of Common Stock to the extent the 19.99% cap would be exceeded.
`
`Beginning after the third anniversary of the date of the Additional Closing, if the volume weighted average price per share of
`Common Stock exceeds $18.375, as may be adjusted pursuant to the Certificate of Designation, for at least 20 trading days in any
`period of 30 consecutive trading days, the Issuer may redeem all of the outstanding Series A Preferred Stock at 100% of the liquidation
`preference thereof plus all accrued but unpaid dividends for, at the election of the Issuer, cash, shares of Common Stock or a
`combination thereof, provided that prior to receipt of Shareholder Approval, the Issuer may not settle the redemption for shares of
`Common Stock to the extent the 19.99% cap would be exceeded.
`
`Registration Rights Agreement
`On June 9, 2017, the Issuer and Sirius XM Radio entered into a Registration Rights Agreement (the “Registration Rights
`Agreement”), pursuant to which Sirius XM Radio has certain customary registration rights with respect to the Series A Preferred Stock
`and any Common Stock issued upon conversion of the Series A Preferred Stock. The Registration Rights Agreement contains
`customary terms and conditions, including certain customary indemnification obligations.
`
`The description of the Investment Agreement, Certificate of Designation and Registration Rights Agreement contained in this
`Item 6 are not intended to be complete and are qualified in their entirety by reference to such agreements, each of which is filed as an
`exhibit hereto and incorporated by reference herein.
`
`Item 7.
`
`Exhibit A
`Exhibit B
`
`Material to Be Filed as Exhibits.
`Joint Filing Agreement, dated October 2, 2017, by the Reporting Persons (filed herewith).
`Investment Agreement, dated as of June 9, 2017 (filed as Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed
`on June 14, 2017, and incorporated herein by reference).
`Certificate of Designation (filed as Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on June 14, 2017, and
`incorporated herein by reference).
`Registration Rights Agreement, dated as of June 9, 2017 (filed as Exhibit 10.4 to the Issuer’s Current Report on
`Form 8-K filed on June 14, 2017, and incorporated herein by reference).
`
`
`
`Exhibit C
`
`Exhibit D
`
`
`
`
`
`Fraunhofer Ex 2003-11
`Sirius XM v Fraunhofer, IPR2018-00682
`
`
`
`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.
`
`SIGNATURES
`
`Date: October 2, 2017
`
`
`Sirius XM Radio Inc.
`
`By:
`
` /s/ Patrick L. Donnelly
` Patrick L. Donnelly
` Executive Vice President, General Counsel
` and Secretary
`
`Sirius XM Holdings Inc.
`
`By:
`
` /s/ Patrick L. Donnelly
` Patrick L. Donnelly
` Executive Vice President, General Counsel
` and Secretary
`
`Liberty Media Corporation
`
` /s/ Craig Troyer
`By:
`Name: Craig Troyer
`Title:
` Senior Vice President
`
`
`
`[Schedule 13D - Pandora Media, Inc.]
`
`Fraunhofer Ex 2003-12
`Sirius XM v Fraunhofer, IPR2018-00682
`
`