SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Walden VC, LLC

(Last) (First) (Middle)
750 BATTERY STREET, 7TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
03/05/2012
4. If Amendment, Date of 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
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 03/05/2012 S 888,100 D $14.7025 (1) 20,395,940 I By WaldenVC II, L.P. (2)
Common Stock 03/05/2012 S 76,400 D $14.7025 (3) 1,754,461 I By WaldenVC III, LLC (4)
Common Stock 03/05/2012 S 35,500 D $14.7025 (5) 814,115 I By WaldenVC SPK, LLC (2)
Common Stock 03/07/2012 J (6) 2,000,019 D $0 18,395,921 I By WaldenVC II, L.P. (2)
Common Stock 03/07/2012 J (7) 172,041 D $0 1,582,420 I By WaldenVC III, LLC (4)
Common Stock 03/07/2012 J (7) 79,836 D $0 734,279 I By WaldenVC SPK, LLC (2)
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 Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Walden VC, LLC

(Last) (First) (Middle)
750 BATTERY STREET, 7TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Walden VC II, L.P.

(Last) (First) (Middle)
750 BATTERY STREET, 7TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Walden VC III, LLC

(Last) (First) (Middle)
750 BATTERY STREET, 7TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Walden VC SPK, LLC

(Last) (First) (Middle)
750 BATTERY STREET, 7TH FLOOR

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
Explanation of Responses:
1. The price reflects the weighted average selling price for the 881,000 shares which were sold in the range of $14.65 - $14.94. 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 76,400 shares which were sold in the range of $14.65 - $14.94. 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.
5. The price reflects the weighted average selling price for the 35,500 shares which were sold in the range of $14.65 - $14.94. Full information regarding the number of shares sold at each separate price is available upon request.
6. Pro rata distribution to limited partners.
7. Pro rata distribution to members.
/s/ Lawrence Marcus for WaldenVC, LLC 03/07/2012
/s/ Lawrence Marcus for WaldenVC II, L.P. 03/07/2012
/s/ Lawrence Marcus for WaldenVC III, LLC 03/07/2012
/s/ Lawrence Marcus for WaldenVC SPK, LLC 03/07/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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