SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Robinson Kristen (Last) (First) (Middle) C/O PANDORA MEDIA, INC. 2101 WEBSTER STREET, #1650 (Street) OAKLAND CA 94612 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/14/2016	3. Issuer Name and Ticker or Trading Symbol Pandora Media, Inc. [ P ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Human Resources Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	98,616(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Market Share Units	(2)	(2)	Common Stock	46,000(2)	(3)	D
Common Stock (Right to Buy)	(4)	03/03/2024	Common Stock	58,700	$37.88	D

Explanation of Responses:

1. This amount includes 4,866 shares of common stock and 93,750 unvested restricted stock units, which include the remaining unvested shares in the following grants: (i) 33,000 restricted stock units that vest in four equal annual installments beginning on 2/15/2015, pursuant to the terms of the March 3, 2014 RSU grant, and (ii) 69,000 restricted stock units that vest over a total of four years, with 25% vesting on 2/15/2016 and thereafter 1/16th of the total number of shares vesting quarterly, pursuant to the terms of the March 11, 2015 RSU grant.

2. Pursuant to the terms of the March 11, 2015 MSU grant, represents the target number of market share units which may be earned over a three-year period based on Pandora's annual relative total shareholder return compared to that of the Russell 2000 Index. The actual amount earned and eligible for vesting may be between 0 and 200% of this number, depending on actual performance.

3. Each market share unit represents a contingent right to receive one share of Pandora Media, Inc. common stock.

4. Pursuant to the terms of the March 3, 2014 grant, the option grant vests and becomes exercisable with respect to 25% of the total number of shares on 3/3/2015 and thereafter 1/48th of the total number of shares vesting monthly.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Jeremy Liegl, attorney-in-fact	01/25/2016
	** 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 5 (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).
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