X0306 4 2012-10-01 0001230276 Pandora Media, Inc. P 0001254015 CAKEBREAD STEVEN PANDORA MEDIA, INC. 2101 WEBSTER STREET, SUITE 1650 OAKLAND CA 94612 0 1 0 0 CHIEF FINANCIAL OFFICER COMMON STOCK 2012-10-01 4 M 0 40000 .71 A 40000 D COMMON STOCK 2012-10-01 4 S 0 40000 10.6111 D 0 D COMMON STOCK (RIGHT TO PURCHASE) .71 2012-10-01 4 M 0 40000 .71 D 2020-04-21 COMMON STOCK 40000 1600000 D Shares acquired and disposed of pursuant to a previously established Rule 10b5-1 Plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.45 to $11.13, 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 this Form 4. The original option grant vests over four years, with 25% vesting in March 2011 and the remainder vesting over three years thereafter in monthly installments. /s/ Jeremy Liegl, Attorney-in-Fact 2012-10-03