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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
1195065	M Robert Kavner	Pandora Media, Inc. 2101 Webster Street, Suite 1650 Oakland CA 94612		Yes	No	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	Disposition	2012-11-01	9,000	$8.42	471,473	No	4	S	Indirect	By Kavner Partners, a Delaware Multiple Series Limited Partnership (Series B)

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Kavner Partners, a Delaware Multiple Series Limited Partnership (Series B)

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	13,673	Direct
Common Stock	256,847	Indirect	By Trust
Common Stock	31,867	Indirect	By Trust
Common Stock	31,867	Indirect	By Trust

Footnotes

Shares 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 $8.37 to $8.51, 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.
A portion of these shares are subject to a right of repurchase held by the Issuer.
Rober Kavner is an affiliate of Kavner Partners, a Delaware Multiple Series Limited Partnership (Series B). Mr. Kavner disclaims beneficial ownership with respect to all shares beneficially owned by Kavner Partners, except to the extent of his pecuniary interests therein.
100% of the RSU grant will vest 1 year from the date of grant.
Robert M. Kavner and Allyson P. Kavner, Trustees of Kavner Family Trust - 1999 u/i dtd. May 17, 1999.
Robert M. Kavner Allyson P. Kavner and Thomas J. Ross, Jr., Trustees of Kathryn Ray Kavner Trust - 2000 u/i dtd. March 14, 2000.
Robert M. Kavner, Allyson P. Kavner and Thomas J. Ross, Jr., Trustees of Reed I. Kavner Trust - 2000 u/i dtd. March 14, 2000.