Edgar Filing: Pandora Media, Inc.

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 ^*

Walden VC, LLC

2. Issuer Name and Ticker or Trading Symbol
Pandora Media, Inc. [P]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

750 BATTERY STREET, 7TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2012

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/24/2012		S		1,238,820	D	$ 11.9419 ⁽¹⁾	17,157,101	I	By WaldenVC II, L.P. ⁽²⁾
Common Stock	05/24/2012		S		106,571	D	$ 11.9419 ⁽¹⁾	1,475,849	I	By WaldenVC III, LLC ⁽⁴⁾
Common Stock	05/24/2012		S		49,519	D	$ 11.9419 ⁽¹⁾	684,760	I	By WaldenVC SPK, LLC ⁽²⁾
Common Stock	05/25/2012		S		106,572	D	$ 11.4512 ⁽³⁾	17,050,529	I	By WaldenVC II, L.P. ⁽²⁾
Common Stock	05/25/2012		S		9,168	D	$ 11.4512 ⁽³⁾	1,466,681	I	By WaldenVC III, LLC ⁽⁴⁾
Common Stock	05/25/2012		S		4,260	D	$ 11.4512 ⁽³⁾	680,500	I	By WaldenVC SPK, LLC ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Walden VC, LLC 750 BATTERY STREET, 7TH FLOOR SAN FRANCISCO, CA 94111		X
Walden VC II, L.P. 750 BATTERY STREET, 7TH FLOOR SAN FRANCISCO, CA 94111		X
Walden VC III, LLC 750 BATTERY STREET, 7TH FLOOR SAN FRANCISCO, CA 94111		X
Walden VC SPK, LLC 750 BATTERY STREET, 7TH FLOOR SAN FRANCISCO, CA 94111		X

Signatures

/s/ Larry Marcus for WaldenVC, LLC		05/29/2012
^**Signature of Reporting Person		Date
/s/ Larry Marcus for WaldenVC II, L.P.		05/29/2012
^**Signature of Reporting Person		Date
/s/ Larry Marcus for WaldenVC III, LLC		05/29/2012
^**Signature of Reporting Person		Date
/s/ Larry Marcus for WaldenVC SPK, LLC		05/29/2012
^**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)	The price reflects the weighted average selling price for the shares sold in the range of $11.60 - $12.26. Full information regarding the number of shares sold at each separate price is available upon request.
(2)	WaldenVC, LLC is the general partner of WaldenVC II, L.P. and the manager of WaldenVC SPK, LLC.
(3)	The price reflects the weighted average selling price for the shares sold in the range of $11.45 to $11.52. Full information regarding the number of shares sold at each separate price is available upon request.
(4)	WaldenVC III Management, LLC is the managing member of WaldenVC III, LLC.

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