X0306 4 2017-08-16 0001230276 Pandora Media, Inc. P 0001305823 BENE STEPHEN G PANDORA MEDIA, INC. 2101 WEBSTER STREET, #1650 OAKLAND CA 94612 1 General Counsel & Secretary Common Stock 2017-08-16 4 S 0 6538 8.4223 D 338832 D Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. These shares were sold in multiple transactions at the price of $8.4223. Includes 228 shares acquired under the Issuer's Employee Stock Purchase Plan on August 15, 2017. /s/ Jeremy Liegl, Attorney-in-Fact 2017-08-17