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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1230276	Pandora Media Inc.	P	Radio Broadcasting Stations (4832)	943352630

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1254015	Steven Cakebread	Pandora Media, Inc. 2101 Webster Street, Suite 1650 Oakland CA 94612	Chief Financial Officer	No	Yes	No	No

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-09-12	40,000	$0.71	40,000	No	4	M	Direct
Common Stock	Disposition	2012-09-12	40,000	$9.76	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Stock (Right to Purchase)	Disposition	2012-09-12	40,000	$0.71	40,000	$0.71

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,640,000		2020-04-21	No	4	M	Direct

Footnotes

Shares acquired and disposed of pursuant to a previously established Rule 10b5-1 Plan.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.72 to $9.82, 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 this Form 4.
In addition to the sale price reported, the reporting person received an account credit from his broker in an amount estimated at $2.25 per share due to the broker's failure to execute the sale on the date specified in the reporting person's 10b5-1 plan. The account credit represents the difference between the actual weighted average sales price for the shares sold and the weighted average sales price for the same number of shares sold on the NASDAQ stock market on September 4, 2012 (the date on which the sale was to have been executed under the 10b5-1 plan).
The original option grant vests over four years, with 25% vesting in March 2011 and the remainder vesting over three years thereafter in monthly installments.