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*
Trimble John

(Last) (First) (Middle)
PANDORA MEDIA, INC.
2101 WEBSTER STREET, SUITE 1650

(Street)
OAKLAND CA 94612

(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Revenue Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2014
4. If Amendment, Date of 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
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 10/01/2014 M(1) 10,417 A $13.26 123,484 D
Common Stock 10/01/2014 M(1) 26,083 A $0.16 149,567 D
Common Stock 10/01/2014 S(1) 36,500 D $23.4595(2) 113,067 D
Common Stock 10/02/2014 M(1) 3,500 A $0.16 116,567 D
Common Stock 10/02/2014 S(1) 3,500 D $23.7 113,067 D
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
Common Stock (Right to Purchase) $13.26 10/01/2014 M(1) 10,417 (3) 01/19/2022 Common Stock 10,417 $0 206,667 D
Common Stock (Right to Purchase) $0.16 10/01/2014 M(1) 26,083 (3) 07/06/2019 Common Stock 26,083 $0 11,833 D
Common Stock (Right to Purchase) $0.16 10/02/2014 M(1) 3,500 (3) 07/06/2019 Common Stock 3,500 $0 8,333 D
Explanation of Responses:
1. Shares acquired and disposed of pursuant to a previously established Rule 10b5-1 plan.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.26 to $24.03, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
3. Fully vested.
Remarks:
/s/ Jeremy Liegl, Attorney-in-Fact 10/02/2014
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.