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S-1 1 ds1.htm FORM S-1
Table of ContentsAs filed with the Securities and Exchange Commission on February 11, 2011Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933
PANDORA MEDIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
7370
 
94-3352630
(State or Other Jurisdiction of Incorporation or Organization)
 
(Primary Standard IndustrialClassification Code Number)
 
(I.R.S. EmployerIdentification Number)
 
2101 Webster Street, Suite 1650Oakland, CA 94612(510) 451-4100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Joseph KennedyChief Executive Officer and PresidentPandora Media, Inc.2101 Webster Street, Suite 1650Oakland, CA 94612(510) 451-4100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Martin A. WellingtonDavis Polk & Wardwell LLP1600 El Camino RealMenlo Park, California 94025
 
Delida CostinPandora Media, Inc.2101 Webster Street, Suite 1650Oakland, CA 94612
 
Jeffrey D. SaperMichael NordtvedtWilson Sonsini Goodrich &Rosati
 
(650) 752-2000(510) 451-4100Professional Corporation650 Page Mill RoadPalo Alto, California 94304(650) 493-9300
 
Approximate date of commencement of proposed sale to the public
: As soon as practicable after theeffective date of this Registration Statement.If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuantto Rule 415 under the Securities Act of 1933, check the following box.
 If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the SecuritiesAct, check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.
 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statementfor the same offering.
 If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statementfor the same offering.
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.Large accelerated filer 
 
 
Accelerated filer 
 
 Non-accelerated filer 
 
(Do not check if a smaller reporting company)
 
Smaller reporting company
 
 
CALCULATION OF REGISTRATION FEE
Title Of Each Class Of Securities To Be Registered
 
ProposedMaximumAggregateOffering Price (1)(2)
 
Amount Of Registration Fee
Common Stock, par value $0.0001 per share
 
$100,000,000
 
$11,610.00
 
(1)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.(2)Includes offering price of shares that the underwriters have the option to purchase to cover over-allotments, if any.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary todelay its effective date until the Registrant shall file a further amendment which specifically states that thisRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Actof 1933 or until the Registration Statement shall become effective on such date as the Commission, actingpursuant to said Section 8(a), may determine.Table of Contents
The information in this prospectus is not complete and may be changed. We and the selling stockholders may not sell thesesecurities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not
 
an offer to sell these securities and we and the selling stockholders are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
 PROSPECTUS (Subject to Completion) Issued February 11, 2011
Shares
COMMON STOCK 
 Pandora Media, Inc. is offering shares of its common stock and the selling stockholders are offering  shares of common stock. We will not receive any proceeds from the sale of shares by the selling  stockholders. This is our initial public offering and no public market exists for our shares. We anticipate that theinitial public offering price of our common stock will be between $ and $ per share.We intend to apply for listing of our common stock on the under the symbol “ .” 
 Investing in the common stock involves risks. See “  Risk Factors” beginning on page 11.
 PRICE $ A SHARE 
 Price to Public
 
Underwriting  Discounts and Commissions
 
 Proceeds t oCompany
 
 Proceeds to Selling  Stockholder  s
 Per Share
 
$ $ $ $Total 
 
$ $ $ $ Pandora Media, Inc. and the selling stockholders have granted the underwriters the right to purchase up to anadditional shares of common stock to cover over-allotments.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.The underwriters expect to deliver the shares to purchasers on , 2011.
MORGAN STANLEY 
 
 J.P. MORGAN 
 
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