X0206 3 2016-01-14 0 0001230276 Pandora Media, Inc. P 0001664398 MARTIN CHRISTOPHER DOUGLAS C/O PANDORA MEDIA, INC. 2101 WEBSTER STREET, #1650 OAKLAND CA 94612 0 1 0 0 Chief Technology Officer Common Stock 214416 D Market Share Units Common Stock 45000 D Common Stock (Right to Buy) 0.16 2019-07-07 Common Stock 7360 D Common Stock (Right to Buy) 3.1380 2020-08-16 Common Stock 6667 D Common Stock (Right to Buy) 6.35 2021-03-31 Common Stock 16875 D Common Stock (Right to Buy) 34.98 2024-03-18 Common Stock 24900 D Includes 42,097 shares of common stock and 172,319 unvested restricted stock units remaining in the following grants: (i) 20,000 restricted stock units that vest in four equal annual installments beginning on 3/15/2013, per the terms of the 2/22/2012 RSU grant; (ii) 20,000 restricted stock units that vest in four equal annual installments beginning on 3/15/2014, per the terms of the 2/20/2013 RSU grant; (iii) 165,000 restricted stock units that vest in four equal annual installments beginning on 3/15/2014, per the terms of the 4/3/2013 RSU grant; (iv) 13,900 restricted stock units that vest over a total of four years, with 25% vesting on 2/15/2015 and thereafter 1/16th of the total number of shares vesting quarterly, per the terms of the 3/18/2014 RSU grant; and (v) 67,000 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, per the terms of the 3/11/2015 RSU grant. 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. Each market share unit represents a contingent right to receive one share of Pandora Media, Inc. common stock. Pursuant to the terms of the July 7, 2009 grant, the option grant vested and became exercisable with respect to 1/48 of the total number of shares monthly, beginning on 8/7/2009. The option fully vested on August 7, 2013. Pursuant to the terms of the August 16, 2010 grant, the option grant vested and became exercisable with respect to 1/48 of the total number of shares monthly, beginning on 8/21/2010. The option fully vested on August 21, 2014. Pursuant to the terms of the March 31, 2011 grant, the option grant vested and became exercisable with respect to 1/48 of the total number of shares monthly, beginning on 4/9/2011. The option fully vested on April 9, 2015. Pursuant to the terms of the March 18, 2014 grant, the option grant vests and becomes exercisable with respect to 25% of the total number of shares on 3/18/2015 and thereafter 1/48th of the total number of shares vesting monthly. Exhibit 24.1 - Power of Attorney /s/ Jeremy Liegl, attorney-in-fact 2016-01-25