Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 In re Application of Connoisseur Media Licenses, LLC (Assignor) and Pandora Media, Inc. (Assignee) For Consent to Assignment of KXMZ(FM), Box Elder, South Dakota To: ) ) ) ) ) ) ) ) FCC File No. BALH-20130620ABJ Facility ID No. 164109 The Secretary Attn: Chief, Media Bureau PETITION TO DENY THE AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS Meredith S. Senter, Jr. F. Scott Pippin Lerman Senter PLLC 2000 K Street, N.W., Suite 600 Washington, D.C. 20006 (202) 429-8970 Its Attorneys July 25, 2013 318220 SUMMARY In this Petition, ASCAP opposes Pandora's application for consent to acquire radio station KXMZ, Box Elder, South Dakota. Pandora is buying KXMZ for one reason - to argue that it is entitled to pay lower music performance royalties to composers, songwriters and lyricists for its billions of online-only internet music streams. In its rush to implement its scheme, Pandora has overlooked certain basic Commission requirements. In the application to assign KXMZ's license, Pandora has failed to fully disclose its ownership, and to adequately demonstrate that it complies with the Commission's foreign ownership rules. For these reasons, the application should be dismissed. Moreover, Pandora's acquisition of KXMZ would not serve the public interest. Pandora's public statements lay bare its plot: to use KXMZ as a bargaining chip in Pandora's quest to obtain lower royalty rates for its online music streams. Given these brazen proclamations, there can be no doubt Pandora's interests do not lie in providing service to Box Elder and the greater Rapid City area. Station KXMZ and its listeners should not endure such a fate. The application should be denied. i TABLE OF CONTENTS I. OVERVIEW ....................................................................................................................... 1 Pandora's Acquisition of KXMZ is a Stunt Designed to Reduce Royalty Payments Owed to Songwriters and Composers. ............................................................... 1 II. STANDING ........................................................................................................................ 4 III. ARGUMENT ...................................................................................................................... 5 A. Standard of Review and Public Interest Framework .............................................. 5 B. Pandora's Acquisition Does Not Comply with the Communications Act or the Commission's Rules. .................................................................................... 6 i. ii. Pandora's Certification of Compliance with the Foreign Ownership Limitation is Suspect. ............................................................... 9 iii. IV. Pandora Has Not Fully Disclosed Its Ownership. ...................................... 6 Pandora's Acquisition of KXMZ Fails a Public Interest Analysis. .......... 14 CONCLUSION ................................................................................................................. 16 ii Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 In re Application of Connoisseur Media Licenses, LLC (Assignor) and Pandora Media, Inc. (Assignee) For Consent to Assignment of KXMZ(FM), Box Elder, South Dakota To: ) ) ) ) ) ) ) ) FCC File No. BALH-20130620ABJ Facility ID No. 164109 The Secretary Attn: Chief, Media Bureau PETITION TO DENY The American Society of Composers, Authors and Publishers ("ASCAP")1 hereby petitions to deny the above-referenced application (the "Application") to assign the license of station KXMZ(FM) ("KXMZ" or the "Station") from Connoisseur Media, LLC ("Connoisseur") to Pandora Media, Inc. ("Pandora"). I. OVERVIEW Pandora's Acquisition of KXMZ is a Stunt Designed to Reduce Royalty Payments Owed to Songwriters and Composers. On June 11, 2013, Pandora announced its purchase of KXMZ. Pandora publicly stated that its purpose in acquiring the Station was to "qualify for certain Radio Music Licensing Committee ('RMLC') settlement agreements concerning royalties and public performance of 1 ASCAP is a membership association of more than 460,000 American composers, songwriters, lyricists and music publishers. ASCAP represents the interests of its members by licensing, and distributing royalties for, the nondramatic public performances of its members' copyrighted works. music works in the [ASCAP and BMI] repertories."2 Pandora boldly proclaimed in a guest column published on the day of the announcement that "we are . . . announcing the purchase of KXMZ-FM, a terrestrial radio station broadcasting out of Rapid City, South Dakota. This acquisition allows us to qualify for the same RMLC license under the same terms as our competitors."3 In other words, Pandora is acquiring KXMZ for use as a bargaining chip in its ongoing dispute with ASCAP over performance royalty rates, not because Pandora wishes to undertake an "obligation to provide programming responsive to the needs and interests of the residents"4 of Box Elder, South Dakota, the Station's community of license.5 For some time, Pandora has disputed the amount it should pay ASCAP (and at least one other performing rights organization, Broadcast Music Inc.) for performance royalties - that is, the amounts owed to songwriters, composers, lyricists and publishers whenever a composition is "performed," i.e., transmitted to the public.6 Pandora claims that it should pay at the same rate as terrestrial radio broadcasters to stream music over the internet. ASCAP, on the other hand, 2 Pandora Media, Inc., United States Securities and Exchange Commission Form 8-K (June 11, 2013), available at http://www.sec.gov/Archives/edgar/data/1230276/000119312513254844/d552845d8k.htm. 3 See Christopher Harrison, Pandora Assistant General Counsel, Why Pandora Bought an FM Radio Station, The Hill (June 11, 2013), available at http://thehill.com/blogs/congress-blog/technology/304763-why-pandora-boughtan-fm-radio-station ("Pandora Editorial"). See also Joshua Brustein, Pandora Buys a Radio Station, Just to Make a Point About Royalties, Bloomberg Businessweek (June 12, 2013), available at http://www.businessweek.com/articles/2013-06-12/to-make-a-point-about-royalties-pandora-buys-a-radio-station ("It's telling that the deal was announced in an editorial . . . in [T]he Hill, a Washington newspaper covering legislative minutiae. Pandora's future relies more on laws and courts than on its ability to successfully run KXMZ.") ("Brustein Article"). 4 Instructions for FCC Form 314, Section II, Item 11. 5 See Brustein Article ("In its announcement, Pandora argues that owning an over-the-airwaves radio station should legally entitle it to better royalty rates. But the move is better understood as a thumb of the nose toward the American Society of Composers, Authors and Publishers, which negotiates royalties paid to publishers that hold the rights to songs."). 6 See Petition of Broadcast Music, Inc. for the Determination of Reasonable License Fees (filed June 13, 2013), Broadcast Music, Inc. v. Pandora Media, Inc., (13 Civ 4037 (LLS)) (S.D. N.Y.). 2 believes that Pandora should pay a different performance royalty rate, because, among other reasons, Pandora operates under a completely different business model, using music in an entirely different and much more intensive manner, than do broadcasters. Unlike most broadcast radio stations, Pandora's "stations" do nothing but play music - they offer no commentary, news, information, public affairs programming, public service, emergency alerts, or non-musical entertainment of any kind. Furthermore, Pandora, and other internet-based entities like it, were not intended to be the beneficiaries of the negotiated settlement between ASCAP and the RMLC - an organization that "represents the vast majority of the nation's radio stations (some 10,000 radio stations)."7 Likely because Pandora has no genuine interest in owning KXMZ, or any other broadcast radio station (other than in a scheme to attempt to reduce its payments to the composers, songwriters and lyricists who create and supply the very lifeblood of Pandora's business: music), Pandora has overlooked basic requirements necessary for applicants to become broadcast licensees. These omissions and oversights render the Application patently defective, and require its dismissal. Specifically, Pandora: ? Failed to fully disclose its ownership, and ? Failed to adequately demonstrate that it complies with the Commission's foreign ownership rules. In addition to these failures to show full compliance with the Commission's rules, Pandora has given no indication that it intends to operate KXMZ in the public interest. In fact, its public statements reveal that Pandora has no desire to own the Station for any reason other 7 Federal Court Approves Radio Industry Settlement with ASCAP, RMLC Press Release (Jan. 27, 2012), available at http://www.radiomlc.org/pages/4795848.php (emphasis added). 3 than to further Pandora's overriding self-interest - reducing the performance royalties it owes for operation of its internet music streaming service. Residents of KXMZ's service area will be left to suffer the consequences of a licensee who has no desire or intention to serve their local needs. Clearly, under these circumstances, approval of the Application would not serve the public interest. II. STANDING Under section 309(d)(1) of the Communications Act, a "party in interest" may petition to deny a broadcast application.8 An organization or association (like ASCAP) may have standing in its own right, or, alternately, may establish standing "as the representative of its members, as long as it alleges that one or more of its members has standing."9 Here, ASCAP has standing both as an organization directly aggrieved by the proposed transaction, and as a representative of over 460,000 members, some of whom reside in the Rapid City, South Dakota market and themselves have standing to oppose the transaction.10 ASCAP collects payments from Pandora in exchange for ASCAP's grant of a license to Pandora to perform copyrighted music. As explained above, Pandora's sole purpose in acquiring KXMZ is to attempt to use the acquisition as a means to reduce its payments for use of ASCAP's members' music. Thus, approval of the Application could result in ASCAP suffering direct 8 Petition for Rulemaking to Establish Standards for Determining the Standing of a Party to Petition to Deny a Broadcast Application, Memorandum Opinion and Order, 82 FCC 2d 89, 93-94 (?13) (1980). 9 10 Id. Box Elder is located in the Rapid City, South Dakota radio market. KXMZ serves the Rapid City market. 4 economic injury, for which ASCAP may properly assert standing "in its own right"11 to seek redress.12 Furthermore, ASCAP may properly assert standing on behalf of its members who reside in the Rapid City, South Dakota area and listen to KXMZ. The declaration of one such member is included herein.13 III. ARGUMENT A. Standard of Review and Public Interest Framework Under Section 310(d) of the Communications Act, the Commission must determine whether the proposed sale of KXMZ to Pandora will serve "the public interest, convenience and necessity." In making this determination, the Commission assesses whether the proposed transaction complies with the Communications Act and the Commission's rules. If the transaction would not violate a statute or a rule, the Commission considers whether a grant would result in public interest harms.14 The Commission possesses exceedingly broad authority to deny approval of transactions that are not in the public interest, or that, on balance, inflict greater harm than benefit on the public.15 The Commission's public interest analysis is extremely wide-ranging, encompassing 11 Petitions to Deny (?20). 12 See Declaration of Alfred Wallace, attached hereto as Exhibit A. 13 See Declaration of David Lee Brown, attached hereto as Exhibit B. ASCAP notes that the declaration is a faxed copy that is partially illegible. Mr. Brown has mailed a copy, which ASCAP will submit upon receipt. 14 Comcast Corp, General Electric Co. and NBC Universal, Inc., 26 FCC Rcd 4238, 4247 (2011) ("Comcast/NBCU"). 15 See id.; see also General Motors Corp. and Hughes Electronics Corp., 19 FCC Rcd 473, 483 (2004). 5 the "broad aims of the Communications Act."16 This evaluation examines "whether a grant could result in public interest harms by substantially frustrating or impairing the objectives or implementation of the Act or related statutes."17 If the Commission finds that significant public interest harms will accompany the transaction, it may refuse to approve it. B. Pandora's Acquisition Does Not Comply with the Communications Act or the Commission's Rules. i. Pandora Has Not Fully Disclosed Its Ownership. The FCC should not have accepted Pandora's application for filing because the ownership disclosures in the Application are incomplete. Therefore, the Application should be dismissed.18 Section III, Item 4 of FCC Form 314 requires the disclosure of: (i) all stockholders with attributable interests; and (2) for each such stockholder, "its officers, directors, stockholders with attributable interests, non-insulated partners and members." Pandora is a corporation. Therefore, the general rule is that any 5 percent or greater voting stockholder in Pandora holds an attributable ownership interest.19 There are, however, certain exceptions to the general 5 percent rule. The exception potentially applicable here is the exception for "investment companies," as 16 Comcast/NBCU, 26 FCC Rcd at 4248. 17 Id. at 4247. 18 See 47 C.F.R. ?? 73.3564(b), 73.3566(a). 19 47 C.F.R. ? 73.3555 Note 2(a). 6 defined in 15 U.S.C. ? 80a.3.20 The benchmark for attribution of holdings by an investment company is 20 percent.21 Pandora claims in its Application that two companies having aggregated holdings of between 5 percent and 20 percent of the stock of Pandora do not hold attributable interests because they are investment companies, as defined in 15 U.S.C. ? 80a.3. Pandora identifies the two companies as Wellington Management Company and William Blair & Company. ASCAP presumes that Pandora means Wellington Management Company, LLP ("Wellington") and William Blair & Company, L.L.C. ("William Blair"). The most recently filed (as of March 31, 2013) SEC Schedule 13F for each of these companies shows substantial holdings of Pandora stock - 20,756,849 shares by Wellington and 10,869,793 shares by Blair. Wellington and Blair's interests represent approximately 11.6 percent and 6.1 percent, respectively, of the total stock in Pandora outstanding. Pandora has not previously characterized either Wellington or Blair as an investment company. To the contrary, in Pandora's most recent proxy statement, Pandora describes Wellington as holding stock in Pandora "in its capacity as an investment adviser."22 In Wellington's own Schedule 13G reporting its holding in Pandora, filed December 31, 2012 with 20 47 C.F.R. ? 73.3555 Note 2(b). 21 Id. 22 Pandora Media Inc., United States Securities and Exchange Commission Schedule 14A (April 24, 2013) at 18 n.3, available at http://www.sec.gov/Archives/edgar/data/1230276/000119312513170337/d518750ddef14a.htm ("Pandora Proxy Statement"). 7 the SEC, Wellington reports that it filed Schedule 13G as an "investor adviser" and not as an investment company. Wellington is registered with the SEC as an "investment adviser."23 Investment advisers, as distinguished from investment companies, do not qualify for the 20 percent benchmark for attribution, but are subject to the 5 percent benchmark.24 Because Wellington holds a greater than 5 percent interest in Pandora in its capacity as an investment adviser, Wellington has an attributable interest in Pandora, and Pandora is required to disclose ownership information about Wellington. Blair also is registered with the SEC as an investment adviser.25 Therefore, Blair is also deemed to hold an attributable interest in Pandora under the FCC's multiple ownership rules, and Pandora is required to disclose ownership information about Blair in the Application. Even where Pandora has disclosed information about attributable shareholders, its disclosure is incomplete. Pandora discloses that Crosslink Capital, Inc. ("Crosslink") is an 18.26 percent shareholder, explaining further than Crosslink is the general partner of six funds that hold in the aggregate 18.26 percent of the outstanding shares of Pandora.26 Crosslink, however, has reported to the SEC that it is the "investment adviser" to these funds and that other entities 23 See Wellington Management Company, United States Securities and Exchange Commission Form ADV (May 1, 2013), available at http://www.adviserinfo.sec.gov/iapd/content/viewform/adv/sections/iapd_AdvIdentifyingInfoSection.aspx?ORG_P K=106595&RGLTR_PK=50000&STATE_CD=&FLNG_PK=0400AF240008016B02A222200461CA59056C8CC 0. 24 Review of the Commission's Regulations Governing Attribution of Broadcast and Cable/MDS Interests, Report and Order, 14 FCC Rcd 12559, 12572-73 (1999); Pinelands, Inc., 7 FCC Rcd 6058, 6959 n.5 (1992); Order to Show Cause Directed Against Mario J. Gabelli and Gabelli Funds, Inc. 7 FCC Rcd 5594 (1992). 25 See William Blair & Co. L.L.C., Form ADV (July 12, 2013), available at http://www.adviserinfo.sec.gov/iapd/content/viewform/adv/sections/iapd_AdvIdentifyingInfoSection.aspx?ORG_P K=1252&RGLTR_PK=50000&STATE_CD=&FLNG_PK=03B244EC0008016C0028E4C0046AB781056C8CC0. 26 Application, Ex. 14, p.2 n.8. 8 are the general partners.27 Crosslink's Schedule 13G reports at least two other Crosslinkaffiliated entities holding 5 percent or more of the stock of Pandora: Omega IV Holdings, 12.8 percent, and Ventures IV, 9.1 percent.28 Neither is disclosed in the Application. Yet Pandora itself has reported that Crosslink Crossover Fund IV LP holds 15,526,881 shares of Pandora stock, which is well over 5 percent.29 ii. Pandora's Certification of Compliance with the Foreign Ownership Limitation is Suspect. Pandora's incomplete ownership disclosures indicate an unfamiliarity with or misunderstanding of the FCC's ownership rules. As discussed in the preceding section, Pandora has confused investment advisers with investment companies. Wellington and William Blair, in their capacities as investment advisers, may hold the right to vote shares of Pandora, but they may not be the owners of the shares, and the FCC's foreign ownership rules impose limits on voting rights and ownership.30 Pandora's improper conflation of voting rights and ownership for ownership disclosure purposes31 suggests that in surveying its stockholders for foreign ownership purposes it may also have improperly conflated the two. This calls into question Pandora's certification of compliance with the Commission's foreign ownership rules. 27 See Crosslink Capital, Inc., United States Securities and Exchange Commission Schedule 13G (Feb. 14, 2013), Item 6, available at http://www.sec.gov/Archives/edgar/data/1104329/000093583613000143/pandor13g.htm. 28 Id., Item 4. 29 See Pandora Proxy Statement at 18. 30 See, e.g., BBC License Subsidiary L.P., Memorandum Opinion and Order, 10 FCC Rcd 10968, 10973-74 (1995) ("Compliance with Section 310(b) is a two-pronged analysis, one pertaining to voting interests and the second to ownership interests.") 31 See Application, Ex. 14 n.1. 9 The Application explains that "[a] survey to confirm compliance with the alien ownership limits was conducted for Pandora Media, Inc. by Thomson Reuters."32 The survey must have been completed in great haste. Pandora filed it with the FCC on June 20, 2013. Yet, when it signed the asset purchase agreement with Connoisseur on June 5, 2013, the survey had not been completed. In Section 4.6 of the asset purchase agreement (Exhibit 5 to the Application), Pandora represented to Connoisseur that it "is awaiting results from an alien ownership survey to ensure compliance with those rules and will be in compliance with the FCC's alien ownership rules prior to closing." A mere two weeks later Pandora certified compliance. Pandora's certification is suspect for several reasons. First, it appears rushed, as noted above. Second, Pandora apparently designed the survey to ensure the answer it wanted to hear. Otherwise, it could not have represented to Connoisseur that it would be in compliance with the limits before it knew the results of the survey. Third, publicly available information demonstrates that as of the most recent ownership reporting periods, known foreign entities owned almost 17.73 percent of the stock of Pandora. The limit under Section 310(b)(3) is 20 percent. This means that of the remaining 82.27 percent of the stock of Pandora, no more than 2.27 percent may be foreign owned. Given that Pandora only recently became a public company and that it is almost entirely owned by institutional investors, it is inevitable that these institutions will have significant foreign ownership. Were the other investors just 10 percent foreign owned, then additional foreign ownership would be 8.2 percent, which would place Pandora well over the 20 percent limit. The NASDAQ OMX Group, Inc., which operates the NASDAQ Stock Market, a registered national securities exchange, maintains a list of institutional owners of various 32 Id., Ex. 24. 10 publicly held companies, including Pandora. The most recently available list is attached hereto at Exhibit C.33 It shows that, as of March 31, 2013, Pandora had 179,202,766 shares outstanding, and that virtually all of these shares were held by institutional investors. From this list, and using publicly available information, ASCAP has identified the following foreign owners of Pandora stock. Country of Formation Shares Held Offshore Crosslink Ventures IV Unit Trust Cayman Islands34 4,785,135 Percent of Total Ownership 2.67% Crosslink Ventures IV GmbH & Co. KG Wellington International Management Company Pte Ltd36 Germany35 649,563 0.36% Singapore37 156,150 0.09% Wellington Management International, Ltd38 U.K.39 691,860 0.39% Orbis Holdings Ltd Bermuda40 5,167,804 2.88% Owner Name 33 This information is also available at http://www.nasdaq.com/symbol/p/institutional-holdings. 34 Pandora Proxy Statement at 18 n.2. 35 Id. 36 Wellington Management Company, LLP, United States Securities and Exchange Commission Form 13F (May 15, 2013), available at http://www.sec.gov/Archives/edgar/data/902219/000090221913000556/sec_filing.txt ("Wellington 13F"). 37 Wellington Management Company, LLP, "Who We Are - Singapore," available at http://www.wellington.com/Who_We_Are/Worldwide_Locations/Singapore/. 38 Wellington 13F. 39 Wellington Management Company, LLP, "Who We Are - London," available at http://www.wellington.com/Who_We_Are/Worldwide_Locations/London/. 40 Orbis Holdings Limited, United States Securities and Exchange Commission Form 13F (May 15, 2013), available at http://www.sec.gov/Archives/edgar/data/1086504/000108514613000953/orbis1q2013.txt. 11 Country of Formation Shares Held Steadfast International Master Fund Ltd Cayman Islands41 3,981,016 Percent of Total Ownership 2.22% AllianceBernstein L.P. Ultimately controlled by French company42 Cayman Islands43 4,145,420 2.31% 3,381,000 1.89% U.K.44 2,863,077 1.60% Offshore45 2,675,000 1.49% Germany46 1,267,000 0.71% U.K.47 Switzerland48 Canada49 649,927 449,350 236,793 0.36% 0.25% 0.13% Owner Name Jerico Capital Asset Management L.P. Barclays Global Investors UK Holding Ltd Cadian Capital Management, LLC Allianz Asset Management AG Barclays PLC Credit Suisse AG Royal Bank of Canada 41 Pandora Media, Inc., United States Securities and Exchange Commission Schedule 13G (Feb. 5, 2013), available at http://www.sec.gov/Archives/edgar/data/1214822/000101359413000085/pandora13ga-020513.htm. 42 AllianceBerstein L.P., United States Securities and Exchange Commission Form 10-K (Feb. 12, 2013), available at http://www.sec.gov/Archives/edgar/data/1109448/000114036113005891/form10k.htm#hist. 43 21Vianet Group, Inc., United States Securities and Exchange Commission Schedule 13G (Feb. 10, 2012), available at http://www.sec.gov/Archives/edgar/data/1508475/000091957412000617/d1261792_13g-a.htm, and Jericho Capital Asset Management L.P. , United States Securities and Exchange Commission Form 13-F (May 15, 2013), available at http://www.sec.gov/Archives/edgar/data/1525234/000117266113000895/jerichocapital1q13.txt. 44 Based on name of entity. 45 Cadian Capital Management, LLC , United States Securities and Exchange Commission Form 13-F (May 15, 2013), available at http://www.sec.gov/Archives/edgar/data/1423686/000091957413003441/d1378205a_13f-hra.txt. 46 Allianz Asset Management AG, United States Securities and Exchange Commission Form 13-F (May 14, 2013) available at http://www.sec.gov/Archives/edgar/data/1535323/000119312513221767/d536184d13fhr.txt. 47 Barclays PLC, United States Securities and Exchange Commission Form 13-F (May 15, 2013), available at http://www.sec.gov/Archives/edgar/data/312069/000031206913000059/f13-hrgrp_20130331.TXT. 48 Credit Suisse AG, United States Securities and Exchange Commission Form 13-F (May 14, 2013) , available at http://www.sec.gov/Archives/edgar/data/824468/000114036113020604/form13fhr.txt. 49 Based on name of entity. 12 Country of Formation Shares Held UBS AG Macquarie Group Ltd GAM Holding AG Nordea Investment Management AB UBS Global Asset Management Americas Inc. Switzerland50 Australia51 Switzerland52 Denmark53 142,610 133,930 117,615 81,257 Percent of Total Ownership 0.08% 0.07% 0.07% 0.05% Ultimately controlled by Swiss Company54 52,230 0.03% ING Investment Management Co Ultimately controlled by ING Group N.V., a Dutch Company55 Germany56 Japan57 52,116 0.03% 47,691 28,965 0.03% 0.02% Isle of Guernsey58 19,876 0.01% Owner Name Deutsche Bank AG Tokio Marine Asset Management Co Ltd Airain Ltd 50 UBS AG, "About Us," available at http://www.ubs.com/global/en/about_ubs/about_us/ourprofile.html. 51 Macquarie Group Limited, United States Securities and Exchange Commission Form 13-F (Feb. 14, 2013), available at http://www.sec.gov/Archives/edgar/data/1418333/000119312513060516/d487154d13fhr.txt. 52 GAM Holding AG, United States Securities and Exchange Commission Form 13-F (May 8, 2013), available at http://www.sec.gov/Archives/edgar/data/1438848/000093041313002843/c73777_13fhr.txt. 53 Nordea Investment Management AB, United States Securities and Exchange Commission Form 13-F (April 18, 2013), available at http://www.sec.gov/Archives/edgar/data/1218210/000121821013000004/nimb1q13.txt. 54 UBS AG, United States Securities and Exchange Commission Form 20-F (Mar. 14, 2013), available at http://www.sec.gov/Archives/edgar/data/1114446/000119312513106100/d497201d20f.htm, at 441, n.34. 55 ING Investments Distributor, LLC, "About ING Investment Management," available at http://www.ingfunds.com/About/index.htm and ING U.S., Inc., United States Securities and Exchange Commission Form 10-Q (May 23, 2013), available at http://www.sec.gov/Archives/edgar/data/1535929/000153592913000010/ingus2013q1report.htm, at 10. 56 Deutsche Bank Aktiengesellschaft, United States Securities and Exchange Commission Form 13-F (May 15, 2013), available at http://www.sec.gov/Archives/edgar/data/948046/000094804613000058/taperept.txt. 57 Tokio Marine Asset Management Co,. Ltd., United States Securities and Exchange Commission Form 13-F (Apr. 24, 2013), available at http://www.sec.gov/Archives/edgar/data/1504169/000117266113000751/tokiomarineasset1q13.txt. 58 Airain Limited, United States Securities and Exchange Commission Form 13-F (May 8, 2013), available at http://www.sec.gov/Archives/edgar/data/1563592/000156359213000002/sec13f2013Q1.txt. 13 Owner Name Country of Formation Shares Held TOTAL Percent of Total Ownership 17.73% Illustrative of Pandora's extensive foreign ownership is the fact that as of its 2013 proxy statement, Tiger Global Investments, L.P. ("Tiger Global") owned 12,000,000 shares.59 Tiger Global is organized in the Cayman Islands.60 While Tiger Global is reported on the NASDAQ list as having sold its shares as of March 31, 2013, the fact that foreign entities frequently buy and sell significant amounts of Pandora stock demonstrates the likelihood that at least an additional 2.27 percent of Pandora's stock is foreign owned or owned by companies with foreign ownership. iii. Pandora's Acquisition of KXMZ Fails a Public Interest Analysis. Pandora has made no effort to conceal its motivation for purchasing KXMZ. Pandora hopes to parlay its acquisition of this lone South Dakota radio station into a vehicle to achieve reduced performance royalty rates applicable to the revenues Pandora derives from its "billions"61 of hours of internet music streams, all of which are unrelated to Pandora's potential operation of KXMZ.62 Pandora has voiced no desire to own KXMZ for the sake of the Station itself, or to provide service to the residents of Box Elder, South Dakota, or the greater Rapid City area. Pandora's acquisition of KXMZ is a theatrical media stunt, designed to draw attention to 59 Pandora Proxy Statement at 17. 60 Tiger Global Investments, L.P., United States Securities and Exchange Commission Form 13G (Feb. 14, 2013), Item 4, available at http://www.sec.gov/Archives/edgar/data/1167483/000091957413001753/d1358011_13g.htm. 61 Pandora Media, Inc., United States Securities and Exchange Commission Form 10-K (Mar. 18, 2013), available at http://www.sec.gov/Archives/edgar/data/1230276/000104746913002959/a2212806z10-k.htm. 14 what Pandora wrongly perceives as an unfavorable royalty payment structure.63 As a result, assignment of the Station's license to Pandora would clearly not serve the public interest. The "centerpiece of the Commission's regulation of the broadcast industry"64 involves "creating and maintaining a system of radio and television stations that offer programming responsive to the unique needs and issues facing the communities that they are licensed to serve."65 The Commission frequently takes action to "ensure that broadcasters are appropriately addressing the needs of their local communities,"66 and "encourage(s) broadcasters to improve programming targeted to local needs and interests."67 Given this emphasis on local connectedness and public service to local communities, the Commission should not approve the acquisition of KXMZ by Pandora. Pandora has made plain why it wishes to acquire KXMZ, and service to the residents of Box Elder, South Dakota and the Rapid City area is not part of Pandora's agenda. Pandora's interests and priorities lie only in its millions of internet music listeners who have absolutely no connection to KXMZ or the Rapid City area, and in attempting to minimize the payments to songwriters for the value they bring to Pandora's online music streams, not in serving the thousands of local residents and listeners who depend on the Station. 62 Specifically, Pandora contends that owning KXMZ will "allow[ ] [it] to qualify for the same [performance rights] license under the same terms as [its] competitors." Pandora Editorial. 63 See Brustein Article. 64 Broadcast Localism, Report on Broadcast Localism and Notice of Proposed Rulemaking, 23 FCC Rcd 1324, 1380 (2008). 65 Id. 66 Id. at 1325-26. 67 Id. 15 IV. CONCLUSION In considering this Application, the Commission is in the unique position of having before it public proclamations by the proposed assignee - Pandora - boldly asserting the motivations for proposed license assignment. Pandora's sole aim in acquiring KXMZ is to use the station as a bargaining chip in Pandora's quest to reduce the performance royalties it owes to songwriters and composers for its billions of online music streams. Because assignment of the KXMZ's license to Pandora would clearly not serve the public interest, and because Pandora has failed to fully disclose its ownership and to adequately demonstrate that its foreign ownership does not exceed Commission limits, the Application must be denied. Respectfully submitted, THE AMERICAN SOCIETY OF COMPOSERS, AUTHORS AND PUBLISHERS By: July 25, 2013 /s/ Meredith S. Senter, Jr. F. Scott Pippin Lerman Senter PLLC 2000 K Street, N.W., Suite 600 Washington, D.C. 20006 (202) 429-8970 Its Attorneys 16 EXHIBIT A DECLARATION OF ALFRED WALLACE 1, Alfred Wallace, hereby declare under penalty of perjury as follows: 1. I am Executive Vice President and Chief Operating Officer of the American Society of Composers, Authors and Publishers ASCAP is a membership association of more than 460,000 American composers, songwriters, lyricists and music publishers. ASCAP protects the rights of its members by licensing, and distributing royalties for, the non--dramatic public performances of their copyrighted works. 2. AS CAP would be injured if Pandora acquires the license of Station Pandora will use its acquisition of the Station to claim that it is entitled to the terrestrial broadcaster rate for performance royalties for all of Pandora's internet-only music streams. A reduction in royalty fee payments by Pandora to ASCAP would inflict significant economic harm on ASCAP. 3. I have reviewed the foregoing Petition to Deny and, to the best of my knowledge, the facts set forth therein are true and correct. Alfred Wallace Dated: July 25, 2013 By: EXHIBIT QECLARATION OF DAVID LEE BROWN ggagzreby declare under penalty of perjury as follows: m: member of the American Society of Composers, 1 ilfigf' fl . . :13: listened to Station KXMZ (FM). -alum is an internet--based streaming audio company that, to 3. em in broadcasting and no ties to the local Rmdura has publicly stated that it wants to acquire KXMZ so 1 F. - ASCAP royalty rate for its internet audio streams. plans to use KXMZ as a tool to fufiher its . A {hats Panclora will not serve the needs of local citizens in lifl .: . like me will suffer a decline in local and public Dated: Julywgi 2013 EXHIBIT Pandora Media, Inc. (P) Institutional Ownership Holdings - Home Quotes Ownership 8 Insider rades Pandora l'iile.dia, Inc. Institutional Ownership $18.04* 1.61 8.19% 'Delayed - data as of Jul. 10,201315:51 ET Company Details Ownership Summary Ownership Analysis Total Shares Held: Type Va Totai Shares Outstanding (millions): 175 New Positions: Market Capitalization |nc-reased Positions: institutional Ownership: 102.52% I . . Price (as of 0673072013) 19 55 Holders mm Adm Sold Out Positions: Institutions] Holdings information for is filed by major institutions on form 13-F with the Securities and Exchange Commission. Leam more about the information on this page in the heig area for Institutional Holdings. 4 ii' 1518 Institutional Holders 179,202,765 Total Shares Held Ciick on the column header links to resort ascending or descending (V). Shared Change Change Vaiue(in Held {Shares} 1,0005) CROSSLINK CAPITAL INC 03731/2013 31,900,750 (1 ,634,000) (4.87) 626,850 WELLINGTON MANAGEMENT C0 0373172013 20,856,849 449,791 2.20 409,837 LE BLAIR WILLIAM 8. 03731/2013 10,869,793 2,521,278 30.20 213,591 FMR LLC 0313172013 8,925,282 (2,342,500) (20.79) 175,382 GOLDMAN SACHS GROUP INC 0313112013 7,902,913 11,184 .14 155,292 MARKETFIELD ASSET 0373172013 6,218,500 1,759,500 39.46 122,194 MANAGEMENT LLC KORNITZER CAPITAL 03731/2013 5,553,250 (186,500) (3.25) 109,121 MANAGEMENT INC IKS ORBIS HOLDINGS LTD 0373172013 5,167,804 5,167,804 New 101,547 PRICE ROWE ASSOCIATES 0373112013 5,123,001 (1,774,100) (25.72) 100,667 INC IMDI GREYLOCK XII GP LLC 0673072013 4,893,141 0 0.00 96,150 VANGUARD GROUP INC 03i31i'2013 4,559,908 1,268,847 37.42 91,567 DARUMA CAPITAL 0373172013 4,524,581 134,143 3.06 88,908 MANAGEMENT LLC STEADFAST CAPITAL 0313172013 4,271,889 (2,389,183) (35 .87) 83,943 MANAGEMENT LP ALLIANCEBERNSTEIN L.P. 0373172013 4,145,420 (1,542,797) (27.12) 81,458 JAT CAPITAL MANAGEMENT, 0373172013 3,575,246 3,575,246 New 70,254 i of Holders 198 47 105 76 181 Shares 179,202,766 27,412,766- 42,672,244 31,197,523 73,869,767 18,040,181 7/10/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings -- Home Quotes Ownershi 87. Intel er ades Pandora Media, Inc. Institutional Ownership $18.0201* 1.6299 8.29% 'Delayed -- data as of Jul. 10,2013 15:52 ET Company Details Ownership Summary Type Value Ownership Analysis 17 of Holders Shares Total Shares Held: 198 179,202,766 Total Shares Out Standing (millions): 175 New Eositlons: 47 27,412,766 Market Capitalization (S millions): $3,521 increased posmon-3; 195 425721244 Institutional ownership: 102.52%' DECFBESQCI P05111005: 75 31,197,523 Holders W'ith Activity: 181 73,869,767 Institutional Ownership I Pm' (35 ?f 19-55 Sold Out Positions" 32 13 040 131 Institutional Holdings information for is filed by major institutions on form 13--F with the Securities and Exchange Commission. Leam more about the infonnation on this page in the helg area for Institutional Holdings. Total 55113 res 198 Institutional Holders 179,202,766 Total Shares Held Click on the column headeriinks to resort ascending or descending (V). Owner Name I EE ES [$33123] Ezzlanqe JERICHO CAPITAL ASSET 0373172013 3,381,000 0 0.00 66,437 MANAGEMENT L.P. 292 ASSET MANAGEMENT, LLC 0973072012 3,036,000 3,036,000 New 59,657 BARCLAYS GLOBAL INVESTORS 0373172013 2,863,077 564,416 24.55 56,259 UK HOLDINGS LTD GRANAHAN INVESTMENT 0373172013 2,823,300 1,252,800 79.77 55,478 MANAGEMENT INCIMA BROOKSIDE CAPITAL 0373172013 2,708,586 I 2,708,586 New 53,224 MANAGEMENT LLC CAPITAL MANAGEMENT, 0373172013 2,675,000 2,675,000 New 52,564 LMM LLC 7MD7 0373172013 2,346,800 (52,200) (2.18) 46,115 LORD ABBEIT CO. LLC 0373172013 2,306,171 2,306,171 New 45,316 D. E. SHAW CO. INC. 0373172013 1,985,014 1,806,036 1,009.08 39,006 MORGAN STANLEY 0373172013 1,658,788 (524,331) (24.02) 32,595 ASSET MANAGEMENT 0373172013 1,267,000 471,960 59.36 24,897 STATE STREET CORP 0373172013 1,176,980 65,399 5.88 23,128 SAC CAPITAL ADVISORS LP 0373172013 1,110,910 1,087,448 4,634.93 21,829 COLUMBUS CIRCLE INVESTORS 0373172013 1,100,242 1,100,242 I New 21,620 CAPITAL MANAGEMENT 0373172013 927,792 544,792 142.24 18,231 7/10/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings - Home Quotes 3- Ownershig insiI:1erTrades Pandora Media, inc. institutional Ownership $18.02 1.63 '5 8.3% *DeIayed -- data as of Jul. 10, 2013 15:52 ET Company Details Ownership Summary Type Value Ownership Analysis Total Shares Held: Total Shares Out Standing (millions): 175 New Positions: Market Capitalization millions): $3,521 [ncreased Positions: institutional Ownership: 102.52% Holders With Activity: Institutional Ownership Pnce (as of 0673072013) 19.65 Sold on, P05-mans. Institutional Holdings information for is filed by major institutions on fonn 13-F with the Securities and Exchange Commission. Leam more about the information on this page in me helg area for Institutional 198 Institutional Holders 179,202,766 Total Shares Held Click on the column header links to resort ascending or descending (17). Shared Change Change Valueiin 1 Held {Shares} fit 1,0005} ARTISAN PARTNERS LIMITED 03731/2013 914,600 77,100 9.21 17,972 PARTNERSHIP EMS CAPITAL LP 0373172013 901,000 0 0.00 17,705 FRONTIER CAPITAL 0373172013 897,570 897,570 New 17,637 MANAGEMENT CO LLC BLACKROCK FUND ADVISORS 0373172013 680,516 7,795 1.16 13,372 BARCLAYS PLC 0373172013 649,927 596,937 1,126.51 12,771 PDT PARTNERS LLC 0373172013 621,274 621,274 New 12208 SUSDUEHANNA INTERNATIONAL 0373172013 566,695 235,667 71.19 11,136 GROUP LLP ACTH MANAGEMENT LP 0373172013 560,531 560,531 New 11,014 SHANNON RIVER FUND 0373172013 512,000 512,000 New 10,061 MANAGEMENT CO LLC J. GOLDMAN CD LP 0373172013 510,000 360,000 240 10,022 FOX POINT CAPITAL 0373172013 500,000 500,000 New 9,825 MANAGEMENT LLC WHALE ROCK CAPITAL 0373172013 466,461 466,461 New 9,166 MANAGEMENT LLC UNITED SERVICES AUTOMOBILE 0373172013 452,600 183,400 I 68.13 8,894 CREDIT SUISSE AG7 0373172013 449,350 88,361 24.48 8,830 DENVER INVESTMENT ADVISORS 03731/2013 443,097 443,097 New 8,707 of Holders 198 4? 105' 76 1B1 32 Shares 179,202,766 27,412,766 42,672.244 31,197,523 73,369,757 18,040,131 7/1072013 Pandora Media, Inc. (P) Institutional Ownership Holdings -- Home Quotes Ownershi E: Insider Trades Pandora Media, Inc. Institutional Ownership $18.02* 1.63 8.3% 'Delayed - data as of Jul. 10, 2013 15:52 ET Company Details Ownership Summary 1-we Value Ownership Analysis of Holders Shares Iota! Shares Held: 193 179,202,756" Total Shares Out Standing (millions): 175 New Positions: 47 27,412,766 Market Capitalization millions): $3.521 Increased Positions: 105 42,672,244 Institutional Ownership: 102.52% 75 31-191523 . . . Holders \Niti'I Activity: 131 73,359,757 Institutional Ownership (35 3) 19-55 Sold Out Positions: 32 13,040,131 Institutional Holdings information for is filed by major institutions on form 13-F with the Securities and Exchange Commission. Learn more about the information on this page in the help area for Institutional Holdings. 198 Institutional Holders 179,202,766 Total Shares Held Click on the column header links to resort ascending or descending (V). Owner Name Date 5-Ilgfijid Elan '3 -- 1" NORTHERN TRUST CORP 0313112013 441,924 5,100 1.17 8,684 BANK OF AMERICA CORP 1DE1 0313112013 433,242 (333,287) (43.43) 8,513 ESPALIER GLOBAL MANAGEMENT 0313112013 400,000 220,400 122.72 7,860 LLC 0313112013 394,308 394,308 New 7,746 TIAA CREF INVESTMENT 0313112013 389,922 (4,685) (1.19) 7,662 MANAGEMENT LLC BANK OF NEW YORK MELLON 0313112013 376,202 (22,317) (5.6) 7,392 CORP ARROWSTREET CAPITAL LIMITED 0313112013 357,989 357,989 New 7,034 PARTNERSHIP GEODE CAPITAL MANAGEMENT 0313112013 352,084 39,500 12.64 6,918 I NORTHERN TRUST CO OF 0313112013 342,842 332.242 3,134.36 6,737 CONNECTICUT I CALIFORNIA PUBLIC EMPLOYEES 0313112013 330,800 (200) (0.06) 6,500 RETIREMENT SYSTEM SYMMETRY PEAK MANAGEMENT 0313112013 316,500 114,800 56.92 6,210 ROBECO INVESTMENT 0313112013 307,000 307,000 New 6,033 MANAGEMENT INC. ROYAL BANK OF CANADA 0313112013 236,793 55,235 30.42 4,653 MANULIFE ASSET MANAGEMENT 0313112013 232,456 232,456 New 4,563 LLC WINCHESTER GROUP INC. 0313112013 226,532 86,766 64.43 4,451 symb0l/p/ 7/10/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings -- Home Quotes >2 Ownershi 3. Insider Trades Pandora Media, Inc. Institutional Ownership $18.005 1.645 8.37% 'Delayed -- data as ofJul. 10, 2013 15:53 ET Company Details Ownership Summary Type Value Ownership Analysis of Holders Shares Total Shares Held: 198 179,202,766 Total Shares Outstanding (millions): 175 . New Positions: 47 27,412,766 Market Capitalization (5 millions): $3,521 inc,-eased Posiligng: 105 42372244 Institutional Ownership: 102.52% 75 3' -197-523 Holders With Activity: 181 73,869,767 Institutional Ownership (35 ?f 055912913) 19-55 Sold out Positions: 32 13 040 181 Institutional Holdings information for is filed by major institutions on form 13-F with the Securities and Exchange Cornmission. Learn more about the information on this page In the help area for Institutional Holdings. 4 Shares 198 Institutional Holders 179,202,766 Total Shares Held Click on the column header links to resort ascending (A) or descending (V). Owner Name I %la'19-9 STEADFAST ADVISORS LP 0313112013 217,011 (123,725) (36.31) 4,264 PIER CAPITAL LLC 03I31i2013 211,953 21 1 New 4,165 JANE STREET HOLDING, LLC 03131 72013 211,646 200,146 1,740.40 4,159 GROUP ONE TRADING, L.P. I 0373112013 207,140 i 183,463 774.86 4,070 TCS CAPITAL MANAGEMENT LLC 0313112013 200,000 I 200,000 New 3,930 WELLS FARGO 8. COMPANWMN 0323172013 187,914 (135,474) (41.89) 3,693 CALIFORNIA STATE TEACHERS 177,291 (1,700) (0.95) 3,484 RETIREMENT SYSTEM DIMENSIONAL FUND ADVISORS LP 0313122013 175,056 175,056 New 3,440 GILDER GAGNON HOWE 8- CO LLC 0313172013 151,385 73,381 94.07 2,975 CRITERION CAPITAL 148,000 146,000 New 2,908 MANAGEMENT LLC RS INVESTMENT MANAGEMENT 0373112013 146,800 146,800 New 2,885' MANAGED ACCOUNT ADVISORS 03/3112013 146,488 (4,236) (2.61) 2,878 Ufisi 03l31I2013 142,610 125,477 732.37 2,802 MACCIUARIE GROUP LTD 03i'31!2013 133,930 (9,830) (6.84) 2,632 GAM HOLDING AG 03l31I'2013 117,615 22,010 23.02 2,311 7/10/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings -- Home Quotes Dwnershig 3 nsider Trades Pandora Media, Inc. Institutional Ownership $18.005* 1.645 8.37% 'Delayed -- data as of Jul. 10', 2013 15:53 ET Company Details Ownership Summary Type Value Ownership Analysis of Holders Shares Total Shares Hold: 1913 179,202,756 Total Shares Out Standing 175 New Positions: 47 27,412,766 Market Capitalization millions): $3,521 Increased Positions: 105 42.572244 Institutional Ownership. m2_52% Decreased Positions: 76 I 31 ,197,523 Holders with Activigg: 161 1 73,869,767 Institutional Ownership I P"?e (35 '955 Sold Out Positions: 32 1a 040 131 Institutional Holdings Information for is filed by major Institutions on form 13-F with the Securities and Exchange Commission. Leam more about the information on this page in the help area for Institutional Holdings. Total Shares I 198 Institutional Holders 179,202,765 Total Shares Held Click on the column header links to (A) or descending (V). Owner Name I KJ-j;;r-gg $3-gg STATE BOARD OF ADMINISTRATION 0313172013 115,641 43,919 61.24 2,272 OF FLORIDA RETIREMENT SYSTEM I CONNECTIVE CAPI I AL 03l31l2013 110,223 110,228 New 2,166 MANAGEMENT LLC KEYBANK NATIONAL 03/3172013 99,453 1,100 1.12 1,954 ASSOCIATIONIOH MARK MORRIS ET AL 0373172013 93.596 70,099 298.33 1,839 RHUMBLINE ADVISERS 0313172013 90,420 3,440 3.96 1,777 STATE OF WISCONSIN INVESTMENT 0373112013 87.460 (5,510) (5.93) 1,719 MANAGEMENT GROUP 0373172013 87.000 37,000 New 1,710 INVESTMENT MANAGEMENT 037312013 81.257 31,257 New 1,597 SCHWAB CHARLES INVESTMENT I 03/31/2013 77,496 14,930 23.36 1,523 MANAGEMENT INC GABELLI FUNDS LLC 03l31!2013 77,000 29,000 60.42 1,513 NEUBERGER EIERMAN GROUP LLC 0313112013 69,618 69,613 New 1.368 BROWN ADVISORY INC 0313112013 67,966 (28,072) (29.23) 1,336 FINANCIAL SERVICES GROUP, 0373172013 67.121 0 0.00 1,319 CITIGROUP INC 0373112013 59,015 43,537 231.23 1,150 TEACHERS ADVISORS INC 03l3'I/2013 57,339 4,144 7.71 1.138 7/10/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings -- Horne'> Quotes are In 3. lnsiderTrades Pandora Media, Inc. Institutional Ownership $18* 1.65' 8.4% *Delayad -- data as 01' Jul. 10, 2013 15:53 ET Company Details Ownership Summary Type Value Ownership Analysis Total Shares Held: Total Shares Out Standing (millions): 175 New Positions: Market Capitalization millions): $3,521 increased posmm-,5; Institutional Ownership: 102.52% P?5i"?"53 Holders \Afl.l'i Activity: institutional Ownership Price (as of 0673072013) 19.65 Sold Out Positions: Institutional Holdings Information for is filed by on form 13--F with the Securities and Exchange Commission. Learn more al:iout'th'e information on this page in the help area for Institutional Holdings. 4 he shares 193 Institutional Holders 179,202,766 Total Shares Held Click on the column headerlinksto resort ascending (A) or descending (V). BLACKROCK INVESTMENT 57.222 16.986 42.22 1.124 MANAGEMENT LLC GSA CAPITAL PARTNERS LLP 03l3'l/2013 54,14? 54.147 New 1,064 UBS GLOBAL ASSET 03l31l2013 52.230 34,650 197.10 1,026 MANAGEMENT AMERICAS INC ING INVESTMENT MANAGEMENT 0313172013 52.116 (226) (0.43) 1.024 BLUEFIN TRADING LLC 03l31!2013 51,626 (10,684) (17.09) 1018 IBM RETIREMENT FUND 03I31i2013 49,644 (544) (1.08) 976 GREAT LAKES ADVISORS, LLC 0373172013 49,495 0 0.00 973 DEUTSCHE BANK 0373172013 47.691 (73,564) (60.67) 937' GAMCO INVESTORS. INC. ET AL 0313172013 47.200 5,200 12.38 927 SEI TRUST (30 0373172013 46.700 46.700 New 918 PARAMETRIC PORTFOLIO 0373112013 45.331 5.298 13.23 691 ASSOCIATES LLC GLOBAL MANAGEMENT CO LLC 0373172013 31.319 (2.233) (6.66) 615 TOKIO MARINE ASSET 0373112013 23.965 28.965 New 569 MANAGEMENT CO LTD . BAKER AVENUE ASSET 0373112013 28.031 0 0.00 551 MANAGEMENT LP GENERAL ELECTRIC CO 031312013 24.35'! (7,071) (22.5) 479 of Holders 198 47 105 I 76 131 32 Shares 179,202,766 27.4-12.766 42,672,244 31,197,523 73,869,767 18,040,181 7/10/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings - Home Quotes 3- Ownershig 8: |nsiderTrades Pandora Media. inc. institutional Ownership $18.02* 1.63 8.3% Tielayecl -- data as of Jul. 10, 2013 15:54 ET Company Details Type Value Total Shares Out Standing (millions): 175 Market Capitalization millions): $3,521 Institutional Ownership: 102.52% ownership Price (as of 06i'30i2013] 19.65 Ownership Summary Ownership Analysis Total Shares Held: New Positions: Increased Positions: Decreased Positions: Holders Vlfith Activity: Sold Out Positions: institutional Holdings information for is filed by major institutions on fonn 13-F with the Securities and Exchange Commission. Learn more about the information on this page in the help; area for lngtitutional Holdings. A Total Shares 193 Institutional Holders 179,202,766 Total Shares Held Click on the column header links to. resort ascending (A) or descending (V). Owner Name Q_a_tg C: JPMORGAN CHASE 8- CO 23.915 (149) CIBELL1 MARIO I 23,000 (35,500) COMMONWEALTH BANK OF 03i31i2013 22,698 (11,032) AUSTRALIA RAYMOND JAMES HNANCIAL 03!31!2013 22,600 22,600 SERVICES ADVISORS INC. MASON STREET ADVISORS. LLC 03i'31l2013 20,500 20,500 VERITABLE L.P. 03i'31i'2013 20,351 20,351 GUGGENHEIM CAPITAL LLC 0313112013 19,936 (5,289) AFRAIN LTD 03i'31i2013 19,876 19,876 PARALLAX VOLATILITY 03l31I2013 19,645 19,579 ORINDA ASSET MANAGEMENT LLC 031311201 3 19,035 19,035 UTAH RETIREMENT SYSTEMS 03I31i'20l3 18,586 3,400 FIRST TRUST AOVESORS LP 03i'31i2013 17,051 17,051 BOKF NA 03i31f2013 14,316 14,316 US BANCORP 03i'31I2013 13,696 2,855 STIFEL NICOLAUS CO INC I 13,427 13,412? Chan 9 (fie! (0.62) (60.68) (32.81) New New New (20. 97} New 29,665.15 New 22 .39 New New 26.34 New Valueiin 1,000s1 470 452 446 444 403 400 392 391 -366 374 365 335 281 269 264 of Holders 198 47 105' T6 181 32 Shares 179,202,766 27,412,766 42,672,244 31,197,523 73,869,767 18,040,181 7/10/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings - Home Quotes Dwnershi 8. Insider Trades Pandora Media, Inc. Institutional Ownership $18.015* 1.635 8.32% 'Delayed -- data as of Jul. 10, 2013 15154 ET Company Details Type Value Total Shares Out Standing (millions): 175 Market Capitalization millions): $3,521 Institutional Ownership: 102.52% Price (as of 0613012013) 19.65 Institutional Holdings Information for is filed by majorinstitutions on form with the Securities and Exchange Commission. Leam more about the intonnation on this page in the help area for Institutional tjoldings. Ownership Summary Ovimership Analysis Total Shares Held: New Positions: Increased Positions: Decreased Positions: Holders With Activity: Sold Out Positions: 1518 Institutional Holders 179,202,766 Total Shares Held Click on the column header links to resort ascending or descending (V). Owner Name it fiijifl PRIVATE BANK CO 0313112013 13,190 13,190 BLACKROCK ADVISORS LLC 0313112013 13,174 481 BAILARD, INC. 0313112013 13,000 (18,500) CAPSTONE ASSET MANAGEMENT 0313112013 12,711 (200) QUANTBOT TECHNOLOGIES LLC 0313112013 12.201 7,401 TB ASSET MANAGEMENT INC 0313112013 11,900 (109,500) AMP INVESTORS LTD 0313112013 11,429 11,429 COMERICA BANK 0313112013 10,597 534 BRYN IVIAWR TRUST CO1PA 0313112013 10,000 0 GRANITE INVESTMENT 0313112013 10,000 (253,277) PARTNERS. LLC BLACKROCK INC. 0313112013 9,424 (393) LAZARD ASSET MANAGEMENT LLC 0313112013 7,873 (5,786) METROPOLITAN LIFE INSURANCE 0313112013 7,444 0 TEACHER RETIREMENT SYSTEM 0313112013 6,473 (2,327) OF TEXAS PUBLIC EMPLOYEES RETIREMENT 0313112013 6,280 (13,658) SYSTEM OF OHIO Chan a 13/91 New (53.73) (1.55) 154.19 (90.2) 5.31 0.00 (96.34) (42.36) 0.00 (26.44) (53.5; Valuetln 1,0005Holders 193 47 105 75: 181 32 Shares 179,202,766 27,412,766 42,672,244 31,197,523 73,869,767 18,040,181 7/10/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings - Home Quotes 2- Insider Trades Pandora Media, Inc. Institutional Ownership $18.015* 1.635 3' 8.32% "DeIaye'd -- data 'as of JLII. 10, 2013 15:54 El' Company Details Type Market Capitalization millions): Institutional Ownership: I 111' I0 I11 "mm Price {as of0613012013) Total Shares Out Standing Value 175 $3.521 102.52% 19.65 Ownership Summary Ownership Analysis Total Shares Held: New Eositionsz Increased Positions: Decreased Positions: Holders With Activity: Sold Out F'ositions: Institutional Holdings information for is filed by major institutions on fonn 13--F with the Securities and Exchange Commission. Learn more about the information on this page in the nelg area for Institutional Holdings. 198 Institutional Holders 119,202,766 Total Shares Held Click on the column header links to resort ascending (0) or descending (V). Owner Name Date THOMPSON SIEGEL 8. WALMSLEY 0313112013 I 5,000 5,000 Ll-.9. BLACKROCK GROUP LTD 0313112013 4,541 181 HIGHLANDER CAPITAL 0313112013 4.500 4.500 MANAGEMENT LLC NATIONAL ASSET 0313112013 1 4,200 4,200 INC. BESSEMER GROUP INC 0313112013 3843 (1,385) PANAGORA ASSET MANAGEMENT 0313112013 3,550 0 PUBLIC EMPLOYEES RETIREMENT 03/31/2013 3,381 102 ASSOCIATION OF COLORADO RUSSELL FRANK CO1 0313112013 3,110 2,113 IRISH LIFE INVESTMENT MANAGERS 0313112013 2,900 0 LTD. WOLVERINE ASSET MANAGEMENT 0313112013 2,600 300 I TOWER RESEARCH CAPITAL LLC 0313112013 2,591 1,973 CAPITAL GUARDIAN TRUST CO 0313112013 2,400 2,400 PUTNAM INVESTMENT 0313112013 . 2,332 2,332 MANAGEMENT LLC AMERICAN INTERNATIONAL GROUP 0313112013 1,677 (4,022) NEW YORK STATE COMMON 0313112013 1.300 0 RETIREMENT FUND Change ml New 4.15 New New (26.51) 0.00 13.04 319.26 New New (70.57) Valuetin 1,0005age=1 of Holders 198 47 105 76 181 32 Shares 179,202,766 27,412,766 42,572,244 31,197,523 73,869,767 18,040,181 7/1'0/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings - Home Quotes 2 Ownership Insider Trades Pandora Media, Inc. Institutional Ownership $18.05* 1.60 8.14% 'Delayed - data as of Jul. 10, 2013 15:54 ET Company Details Type Value Total Shares Out Standing (millions): 175 Market Capitalization millions): $3,521 Institutional Ownership: 102.52% owumhip Price (as of0613012013) 19.65 Ownership Summary Ownership Analysis Total Snares Held: New Positions: Increased Positions: Decreased Positions: Holders With Activity: Sold Out Positions: Institutional Holdings infonnation for is filed by major Institutions on form 13--F with the Securities and Exchange Commission. Leam more about the infonnation on this page in the helg area for Institutional Holdings. Total Shares 1923 Institutional Holders Total Shares Held Click on the column header links to resort ascending (A) or descending (11). Owner Name Date fih+jmd re:] BMO FINANCIAL CORP 0313112013 1,150 (140,400) ORRSTOWN FINANCIAL SERVICES 0313112013 1,000 0 ROCKEFELLER FINANCIAL 0313112013 1,000 1,000 SERVICES INC AMERIPRISE FINANCIAL INC 0313112013 95? 122 CITADEL ADVISORS LLC 0313112013 853 (610,952) METLIFE SECURITIES INC 0313112013 800 600 DAVIDSON A CO 0313112013 650 0 SANDY SPRING BANK 0313112013 500 0 FEDERATED INVESTORS INC 0313112013 466 (724,902) LADENEIURG THALMANN FINANCIAL 0313112013 460 100 SERVICES INC NORTH STAR INVESTMENT 0313112013 300 (600) MANAGEMENT CORP. CENT AL BANK RUST CO 0613012013 250 0 CREATIVE PLANNING 0613012013 222 (450) WFG ADVISDRS LP 0313112013 175 0 LORING WOLCOTT COOLIDGE 0313112013 125 0 FIDUCIARY ADVISORS Change (99.19) 0.00 New 14.10 (99.86) 300 0.00 0.00 (99.94) 27.78 (66.67) (66.96) 0 .00 0.00 sy1nb0l/ 1 of Holders 198 47 105 76 181 32 Shares 179,202,766 27,412,766 42,672,244 - 31 .1Q7.523 73,869,767 18,040,181 7./10/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings -- Hor_r)e Quotes 2- Dwnershig &.lgsidar lgades Pandora Media, Inc. Institutional Ownership $18.05* 1.60 8.14% '-'Delayed - data as of JLII. 10, 2013 15:55 ET Company Details Ownership Summary -I-we Vame Ownership Analysis Total Shares Held: Totat Shares Out Standing (millions): 175 New Positions: Market Capitalization |nm-eased Positions: Institutional Ownership: 102.52% Holders With Activity: Pr'ce (as of 0613012013) 19 65 I Sold Out Positions: Institutional Holdings information for is filed by major Institutions on form 13--F with the Securities and Exchange Commission. Learn more about the information on this page in the help area for Institutional Holdings. 1 Total Shares 198 Institutional Holders 179,202,765 Total Shares Held Click on the column header links to resort ascending (A) or descending (V). Shared Change Chan Valuetin 9% Held (Shares) my 1,0005} GLENMEDE TRUST CO NA 03!31r'2013 100 100 New 2 ANDOR CAPITAL MANAGEMENT, 0313172013 0 (1,400,000) Sold Out L.L.C. JAPAN CO. LTD 0313172013 0 (996) Sold Out CHARTER BRIDGE CAPITAL 0373112013 0 (538,136) Sold Out MANAGEMENT L.P. CONTOUR ASSET MANAGEMENT 0373172013 0 (2,700,000) Sold Out DIAMONDBACK CAPITAL 1273172012 0 (106,238) Sold Out MANAGEMENT LLC EMERALD ADVISERS INCEPA 0351/2013 0 (630,778) Sold Out EMERALD MUTUAL FUND 03/31/2013 0 (281,163) Sold Out ADVISERS TRUST FINANCIAL COUNSELORS INC 0373172013 0 (30,100) Sotd Out FIRST MANHATTAN 00 0313172013 0 (13,289) Sold Out FIRST NATIONAL TRUST CO 0313112013 0 (1.200) Sold Out CAPITAL MANAGEMENT 0313112013 0 (838,410) Sold Out HAP TRADING LLC 0373112013 0 (82,822) Sold Out INTREPID CAPITAL O3l31!2013 0 (175,000) Sold Out MANAGEMENT INC INVESCO LTD. 0373112013 0 (11,290) Sold Out of Holders 198 47 105 76 181 32 Shares 179,202,766 27,412,766 42,672,244 31,197,523 73.863767 18,040,181 7/10/2013 Pandora Media, Inc. (P) Institutional Ownership Holdings -- Home Quotes 2- Omershig E: insider Trades Pandora Media, Inc. Institutional Ownership $18.05* 1.60 8.14% 'Delayed -- data as 01' Jul. 201315:55 ET Company Details Ownership Summary -I-we Value Ownership Analysis ill of Holders Shares Total Shares Held: 198 179,202,766 Total Shares Out Standing (millions): 175 New Positions: 47 27,412,766 Market Capitalization millions): $3,521 inc,-eased positions; 195 42_572_244 . Institutional Ownership: 102.52% 76 3'-197-523 Holders With Activity: 131 73,869,767 Institutional Ownership I (35 19-55 Sold Out Positions: 32 13 040 131 Institutional Holdings information for is tiled by major institutions on fon'n 13--F with the Securities and Exchange Commission. Leam more about the information on this page in the helg area for Institutional Holdings. _im-aisnaresji I 198 Institutional Holders 179,202,756 Total Shares Held Click on the column header links to resort ascending (A) or descending (V). Shared Change Change Valuelin mvne%"m""' Held (Shares) 1,0005) JACOBS LEVY EQUITY 0313112013 0 (276,100) Sold Out MANAGEMENT INC LIBERTY MUTUAL GROUP ASSET 0313112013 0 (1 Sold Out MANAGEMENT INC. MEIJI YASUDA ASSET 0313112013 0 (19,990) Sold Out MANAGEMENT CO LTD. MILLENNIUM MANAGEMENT LLC 0313112013 0 (11,823) Sold Out NEW JERSEY BETTER 0313112013 0 (40,000) Sold Out EDUCATIONAL SAVINGS TRUST NOMURA HOLDINGS INC 0313112013 0 (22,673) Sold Out OMERS ADMINISTRATION CORP 0313112013 0 (16,300) Sold Out OS INVESTORS LLC 0313112013 0 (57,600) Sold Out SHOTT CAPITAL MANAGEMENT 0313112013 0 (103,757) Sold Out STATE OF NEW JERSEY COMMON 0313112013 0 (898,500) Sold Out PENSION FUND A STRAUS CAPITAL MANAGEMENT, . 0313112013 0 (40,000) Sold Out SUNRISE PARTNERS LIMITED 0313112013 0 (55,400) Sold Out PARTNERSHIP ICT TIGER GLOBAL MANAGEMENT LLC. 0313112013 0 (8,450,000) Sold Out TOCOUEVILLE ASSET 0313112013 0 (26,850) Sold Out MANAGEMENT L.P. TRAVELERS COMPANIES, INC. 0313112013 0 (23,574) Sold Out 7/10/2013 Pandora Media, Inc. (P) institutional Ownership Holdings -- Home Quotes Oi1ersl1ig insider Trades Pandora Media, Inc. Institutional Ownership $18.05* 1.60 8.14% 'Delayed - data as of Jul. 10, 2013 15:55 ET Company Details Type I Total Shares Out Standing (millions): Market Capitalization millions): Institutional Ownership: Institutional Ownership Pdce (as Dr 0860x2013) Ownership Summary Value Ownership Analysis jotal Sha[es Held: 175 New Positions: 53.521 Increased Positions: Decreased PDSMOTISI Holders \Mtl1 Activity: 19.65 Sold Out Positions: Institutional Holdings lnfonnation for is filed by major institutions on form 13--F with the Securrties and Exchange Commission. Leam more about the information on this page in the help area for Institutional Holdings. _1 Total Shares 193 Institutional Holders 179,202,766 Total Shares Held Click on the column header links to resort ascending or descending (V). Owner Name Eg fig UB8 OCONNOR LLC I 038112013 0 (26,719) WALLEYE LLC 03!31l2013 0 (59,737) WORLD ASSET 03!3'l!2013 0 (10,881) MANAGEMENT INC Egg Valuetin If/21 Sold Out Sold Out Sold Out of Holders 198 47 105 76 181 32 Shares 179,202,766 27,412,766 42,672,244 31,197,523 73,869,767 18,040,181 7/10/2013 CERTIFICATE OF SERVICE I, Genevieve F. Edmonds, hereby certify that a true and correct copy of the foregoing Petition to Deny was sent by first-class, postage prepaid mail, this 25th day of July, 2013, to the following: Melodie Virtue, Esq. Garvey Schubert Barer 1000 Potomac Street, NW 5th Floor Washington, DC 20007 - 3501 __________/s/____________________ Genevieve F. Edmonds