X0206 3 2016-01-14 0 0001230276 Pandora Media, Inc. P 0001364096 Robinson Kristen C/O PANDORA MEDIA, INC. 2101 WEBSTER STREET, #1650 OAKLAND CA 94612 0 1 0 0 Chief Human Resources Officer Common Stock 98616 D Market Share Units Common Stock 46000 D Common Stock (Right to Buy) 37.88 2024-03-03 Common Stock 58700 D 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. 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 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. Exhibit 24.1 - Power of Attorney /s/ Jeremy Liegl, attorney-in-fact 2016-01-25