Pandora cofounder Tim Westergren is now dumping roughly $1 million in company shares a month, part of what appears to be a broader divestment schedule that started in January. That has generated payoffs of roughly $9.23 million in 2012, according to published details and forms from the Securities & Exchange Commission (SEC). The sell-offs, specifically tied to pre-IPO shares, were first tipped by music industry attorney Christian Castle on MusicTechPolicy.
Castle notes that the schedule probably started after a mandatory, post-IPO freeze of 6 months.
"This is almost always a sign of what is probably an insider selling plan (used to be called a 10b5 plan and maybe still is). These plans are designed to allow insiders like Westergren to cash out their stock positions (especially pre-IPO stock options for which they have exercised) even if they are in possession of material nonpublic information at the time of the sale. (No buying and selling or 'trading', just selling)."
In other words, authorized insider trading, according to established rules on the matter. Generally speaking, officers and executives of a company are prohibited from dumping (or acquiring) their own shares based on specific, actionable information not available to the public, but can freely trade based on generally-available information.
The series of divestitures are detailed in a series of publicly available, SEC documents like this one. SEC Form 4 (secform4.com), a site focused on insider trading, also shows the pattern quite clearly using federally-mandated disclosures.
We talked to Tim Westergren, who pointed to a fairly routine practice. "As is common for folks in my position I've filed to sale a minority of my position over the first couple years of being public (at which point I will have been at Pandora for over 14 years)," Westegren emailed Digital Music News. "I will still hold the great majority of my position and remain very bullish on the company's future."
That is subject to debate. One Wall Street insider noted that executives often hold shares if they truly anticipate an increase, though selling can also be smart diversification. But Castle sees something far more duplicitous, especially since Westergren's campaign to reform radio royalties comes ahead of a 2015 rate-setting adjustment. That is considerable lead time, and according Castle, neatly fits a schedule designed to dump roughly $30 million in these shares over a two-year period, based on the pattern established so far.
That valuation is predicated on some level of stock price stability, which is hardly a given for Pandora.
"That means that as of this month, [Westergren] will have fully liquidated his position in 24 months if he continues selling 85,000 shares a month which seems to be the plan. So by keeping Wall Street focused on the bright and shiny object of price fixing through the IRFA legislation, is he more or less likely to keep Pandora’s stock price propped up long enough to finish his exit? And bank roughly $30 million?"
@bkevinmurphy Tuesday, October 30, 2012
Hmmm... someone is scared of Apple.
Jeff Robinson Wednesday, October 31, 2012
With such a shitty business model, it's obvious this company will be absorbed by some other entity or gone entirely within a few years. They don't 'make' a product, if they did, they could actually contribute to the GDP.
Music Specialist Wednesday, October 31, 2012
I think that it is a very wise move for Tim. He has definately been the main impetus behind the success of Pandora and should be able to make money from his own creation.
I applaud his effort to use his own business and make a serious living. Isn't this the American dream?
What will his next creation look (sound) like? If you build it, believe in it, market it and continually adjust it, looks like the people willuse it.
GO TIM !
FarePlay Wednesday, October 31, 2012
May I forward this to the stockholders or perhaps you we're involved in selling this smelly bag of poop to investors.
There is good business that produces something of value for many and then there is greed. Sounds like you are in the second group here.
Oh well, at least your honest about your integrity. That's refreshing.
Visitor Wednesday, October 31, 2012
Tim Westergren is a member of the Internet Radio Fairness (but not to musicians) lobbying group along with Apple's Kevin Saul Digital Media Association lobbying group. Together with others they are trying to reduce royalty rates for Streaming Internet Radio, so they can max out on profit. Tim is the front for Apple's streaming initiative. He is just quietly dumping his shares so he can max out his money before any strategic tie-ups and partnerships are announced.
More news, less spin. Wednesday, October 31, 2012
Maybe Tim is just “selling” his shares and not “dumping” them. Or perhaps the correct spin is that Tim’s shares are being “stolen” from him.
Tim’s avg. sale price is $10.43 per share. Over the same period, I have been buying P, sometimes for more than $10.43. I believe P shares are worth more than $10.43, so I keep buying. I am sure Tim believes P’s stock is worth more than $10.43 per share, but he keeps selling because, like every successful entrepreneur whose eggs are all in one basket, Tim has a need to diversify, and the only way he can diversify is to sell pursuant to a 10b-5 plan.
So, perhaps the correct spin is that the public gets to take advantage of Tim because of Tim’s need for asset diversity (which we all have), forcing Tim to sell for less than his stock is worth (only time will tell). To me, Tim has not been “dumping” his shares; we (anybody who has purchased since the plan has been in place) have been “stealing” them.
Alan Wednesday, October 31, 2012
Here we have a company with negative earnings, insider selling, a company that needs to dillute its share price by issuing more shares (to pay its bills) and yet you are mr. positive. It does take two opinions to make a market.:)
If the legislation gets passed, maybe they have a chance to go in the black and earn some profit.
Its tough to grasp that that market cap of P is 1.4billion.
Techniclly it looks like the stock can break down further and fundamentally there is alot of risk here..
Mr. Positive Thursday, November 01, 2012
"There is alot of risk here.."- IMO there is more misinformation and misunderstanding of P's business than there is risk. As people become more educated, P's value will rise.
I am not aware of any instance where P has "diluted its share price" to pay its bills. P seems to have more than enough cash on hand to take it through B/E. P has negative earnings because they are growing revenue by about 100% y/y, not unlike cable, satellite radio and tv companies did in their early years.
P would be profitable tomorrow if they lopped off their mobile listeners and stopped marketing. But that would be stupid because P's mobile audience and hours consumed are the biggest there is in the U.S. and the mobile advertising industry is just starting out.
To me, there is NOT "a lot of risk" in investing in Pandora because P has positioned itself to be a leader in the personalized advertising space (mobile, device, and desktop); IMO there is much more risk investing in companies that are staked to their past (even if that past was glorious).
StumpedAgain Wednesday, October 31, 2012
Disappointed in the tone of the article. Argue all you want about whether he's paying enough to artists, Pandora was built within the confines of existing guidelines and is helping to change -- whether for good or bad -- an outdated music industry (that quite often epitomized corruption and "squeeze the artist for all they're worth"). Cheers to Tim for seeing his creation through to a cash-out for himself, whether to run away or to divest.
7Storydrop Wednesday, October 31, 2012
I hear a lot of the "Tim Westegren played by the rules" so he deserves it. But who got him the $9 million?
Artists, that's who.
He's now one of the richest people on the planet (check the stats if you're not believing that, it's probably 0.001%). I don't know many artists making that much money.
Kenny R. Thursday, November 01, 2012
"You got to know when to hold 'em, know when to fold 'em...."
hell, you know the rest.
bill diggins Friday, November 02, 2012
It is my understanding that Tim used his own credit cards to sustain a business that otherwise would have gone under. Unless you have been in his shoes "which i have" you cannot understand the amount of pressure that you are under from your family, investors, employees. Every minute of the day you think about your dream being taken away, your own financial instability and what this will mean to the people that you have to terminate. Any CEO that goes through this high risk venture should be rewarded commensurate to the risk. Give the guy a break and if you don't like it try starting your own company and feel the pain that he felt. I certainly wouldn't equate a CEO taking money off the table as a lack of belief inthe company.
Since1846 Friday, November 02, 2012
Oh c'mon Billy, you're buying into the folklore. So Timmy max'd out a few credit cards so that covers for the rest of all these ills? ie, business model that still doesn't work, bitching constantly about royalties, making millions while trying to lower artist payments? Internet radio's is a "race to the bottom" as Mel Karmazin properly said, no matter how many jazz pianists maxed out their credit cards to make something float for a few years.