Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MARCUS LAWRENCE
   2. Issuer Name and Ticker or Trading Symbol
Pandora Media, Inc. [P] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
PANDORA MEDIA, INC., 2101 WEBSTER STREET, SUITE 1650		 3. Date of Earliest Transaction (Month/Day/Year)
06/20/2011
(Street)

OAKLAND, CA 94612		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/20/2011   C   11,285,183 A (1) 11,535,183 I By Walden VC II, L.P. (2)
Common Stock 06/20/2011   C   5,869,696 A (1) 17,404,879 I By Walden VC II, L.P. (2)
Common Stock 06/20/2011   C   2,990,092 A (3) 20,394,971 I By Walden VC II, L.P. (2)
Common Stock 06/20/2011   C   1,041,462 A (4) 21,436,433 I By Walden VC II, L.P. (2)
Common Stock 06/20/2011   C   3,847,643 A (1) 25,284,076 I By Walden VC II, L.P. (2)
Common Stock 06/20/2011   C   963,612 A (3) 1,867,251 I By Walden VC III, LLC (2)
Common Stock 06/20/2011   C   307,692 A (1) 2,174,943 I By Walden VC III, LLC (2)
Common Stock 06/20/2011   C   1,009,287 A (1) 1,009,287 I Walden VC SPK, LLC (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Preferred Stock (1) 06/20/2011   C     11,285,183   (1)   (1) Common Stock 11,285,183 (1) 0 I By Walden VC II, L.P. (2)
Series C Preferred Stock (1) 06/20/2011   C     5,869,696   (1)   (1) Common Stock 5,869,696 (1) 0 I By Walden VC II, L.P. (2)
Series D Preferred Stock (3) 06/20/2011   C     2,716,365   (3)   (3) Common Stock 2,716,365 (3) 0 I By Walden VC II, L.P. (2)
Series D Preferred Stock (3) 06/20/2011   C     875,399   (3)   (3) Common Stock 875,399 (3) 0 I By Walden VC III, LLC (2)
Series E Preferred Stock (4) 06/20/2011   C     881,990   (4)   (4) Common Stock 881,990 (4) 0 I By Walden VC II, L.P. (2)
Series F Preferred Stock (1) 06/20/2011   C     3,847,643   (1)   (1) Common Stock 3,847,643 (1) 0 I By Walden VC II, L.P. (2)
Series F Preferred Stock (1) 06/20/2011   C     307,692   (1)   (1) Common Stock 307,692 (1) 0 I By Walden VC III, LLC (2)
Series F Preferred Stock (1) 06/20/2011   C     1,009,287   (1)   (1) Common Stock 1,009,287 (1) 0 I Walden VC SPK, LLC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MARCUS LAWRENCE
PANDORA MEDIA, INC.
2101 WEBSTER STREET, SUITE 1650
OAKLAND, CA 94612		   X   X    

Signatures

 /s/ Jeremy Liegl, Attorney-in-fact   06/21/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each share of Series B, Series C and Series F Preferred Stock automatically converted into Common Stock on a 1:1 basis upon the closing of the Issuer's initial public offering of Common Stock and had no expiration date.
(2) Larry Marcus is a managing member of the general partner of Walden VC II, L.P., Walden VC III, LLC and WaldenVC SPK, LLC funds. Mr. Marcus disclaims beneficial ownership with respect to shares beneficially owned by Walden VC II, L.P., Walden VC III, LLC and WaldenVC SPK, LLC, except to the extent of his pecuniary interests therein.
(3) Each share of Series D Preferred Stock automatically converted into Common Stock on a 1:1.10077 basis upon the closing of the Issuer's initial public offering of Common Stock and had no expiration date.
(4) Each share of Series E Preferred Stock automatically converted into Common Stock on a 1:18081 basis upon the closing of the Issuer's initial public offering of Common Stock and had no expiration date.

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