Edgar Filing: Pandora Media, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Walden VC, LLC

2. Date of Event Requiring Statement (Month/Day/Year)
06/14/2011

3. Issuer Name and Ticker or Trading Symbol
Pandora Media, Inc. [P]

(Last)

(First)

(Middle)

750 BATTERY STREET, 7TH FL.

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN FRANCISCO,Â CAÂ 94111

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	250,000	I	By Walden VC II, L.P. ⁽¹⁾
Common Stock	903,639	I	By Walden VC III, LLC ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	11,285,183 ⁽³⁾	$ ⁽³⁾	I	By Walden VC II, L.P. ⁽¹⁾
Series C Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	5,869,696 ⁽³⁾	$ ⁽³⁾	I	By Walden VC II, L.P. ⁽¹⁾
Series D Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	2,716,365 ⁽⁴⁾	$ ⁽⁴⁾	I	By Walden VC II, L.P. ⁽¹⁾
Series D Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	875,399 ⁽⁴⁾	$ ⁽⁴⁾	I	By Walden VC III, LLC ⁽¹⁾
Series E Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	881,990 ⁽⁵⁾	$ ⁽⁵⁾	I	By Walden VC II, L.P. ⁽¹⁾
Series F Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	3,847,643 ⁽³⁾	$ ⁽³⁾	I	By Walden VC II, L.P. ⁽¹⁾
Series F Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	307,692 ⁽³⁾	$ ⁽³⁾	I	By Walden VC III, LLC ⁽¹⁾
Series F Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,009,287 ⁽³⁾	$ ⁽³⁾	I	Walden VC SPK, LLC ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Walden VC, LLC 750 BATTERY STREET, 7TH FL. SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
Walden VC II, L.P. 750 BATTERY STREET, 7TH FL. SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
Walden VC III, LLC 750 BATTERY STREET, 7TH FL. SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
Walden VC SPK, LLC 750 BATTERY STREET, 7TH FL. SAN FRACISCO,Â CAÂ 94111	Â	Â X	Â	Â

Signatures

Walden VC LLC, by: /s/ Jeremy Liegl as attorney-in-fact		06/14/2011
^**Signature of Reporting Person		Date
Walden VC II, L.P., by: /s/ Jeremy Liegl as attorney-in-fact		06/14/2011
^**Signature of Reporting Person		Date
Walden VC III, LLC, by: /s/ Jeremy Liegl as attorney-in-fact		06/14/2011
^**Signature of Reporting Person		Date
Walden VC SPK, LLC, by: /s/ Jeremy Liegl as attorney-in-fact		06/14/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	WaldenVC, LLC is the general partner of Walden VC II, L.P., Walden VC III, LLC and WaldenVC SPK, LLC.
(2)	The securities are preferred stock of the Issuer. These securities are immediately convertible and do not have an expiration date.
(3)	Each share of Series B, Series C and Series F preferred stock will automatically convert on a 1-for-1 basis into common stock upon the closing of the Issuer's initial public offering
(4)	Each share of Series D preferred stock will automatically convert on a 1-for-1.10077 basis into common stock upon the closing of the Issuer's initial public offering
(5)	Each share of Series E preferred stock will automatically convert on a 1-for-1.18081 basis into common stock upon the closing of the Issuer's initial public offering

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.