X0306 4 2014-02-10 0001230276 Pandora Media, Inc. P 0000935901 GOTCHER PETER C PANDORA MEDIA, INC. 2101 WEBSTER STREET, #1650 OAKLAND CA 94612 1 0 0 0 Common Stock 2013-12-18 5 G 0 3500 0 D 1137763 I By trust Common Stock 2014-01-03 5 G 0 110000 0 D 1033063 I By trust Common Stock 2014-01-03 5 G 0 110000 0 A 110000 D Common Stock 2014-02-10 4 S 0 45000 34.1557 D 65000 D Common Stock 2014-02-10 4 S 0 100000 34.0086 D 933063 I By trust Peter and Marie-Helene Gotcher Family Trust, dated 11/20/08. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.47 to $34.97, 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 footnote (2) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.09, 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 footnote (3) to this Form 4. /s/ Jeremy Liegl 2014-02-11