Pandora 2012 Annual Report Download - page 49

Download and view the complete annual report

Please find page 49 of the 2012 Pandora annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 132

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132

Table of Contents
cumulative return of the New York Stock Exchange Composite Index (the "NYSE Composite"), the Global X Social Media Index (the "SOCL") and the
SPDR Morgan Stanley Technology MTK Index (the "MTK"). The figures represented below assume an investment of $100 in our common stock at the
closing price of $17.42 on June 15, 2011 and in the NYSE Composite and MTK on the same date. The SOCL was modeled from the inception of the index on
November 15, 2011. Data for the NYSE Composite, MTK and SOCL assume reinvestment of dividends. The comparisons in the graph are historical and are
not intended to forecast or be indicative of possible future performance of our common stock.
Comparison of Cumulative Total Return Among Pandora Media, Inc., New
York Stock Exchange Composite Index, Global X Social Media Index and SPDR
Morgan Stanley Technology MTK Index
Recent Sales of Unregistered Securities
Between February 1, 2011 and July 6, 2011 (the date of the filing of our registration statement on Form S-8, No. 333-175378), we (i) granted to our
directors, officers, employees and consultants options to purchase 6,534,825 shares of our common stock with per share exercise prices ranging from $3.14 to
$16.00 under our 2004 Stock Plan, as amended and (ii) issued and sold an aggregate of 2,695,771 shares of common stock that were not registered under the
Securities Act to our directors, officers, employees and consultants pursuant to the exercise of stock options for cash consideration with aggregate exercise
proceeds of approximately $0.6 million. These issuances were undertaken in reliance upon the exemption from registration requirements of Rule 701 of the
Securities Act. The recipients of these shares of common stock represented their intentions to acquire the shares for investment only and not with a view to or
for sale in connection with any distribution, and appropriate legends were affixed to the share book entry records issued in these transactions. All recipients
had adequate access, through their relationships with us, to information about us.
Use of Proceeds
On June 14, 2011, our registration statement on Form S-1 (No. 333-172215) was declared effective for our IPO, and on June 20, 2011 we consummated
the IPO consisting of 14,684,000 shares of our common stock for
38